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                       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC
                                   FORM 10-KSB/A

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

                         Commission File No. 000-31170

                             TETON PETROLEUM COMPANY
                 (Name of small business issuer in its charter)

         DELAWARE                                        1482290
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                   Identification No.)

                            1600 Broadway, Suite 2400
                            Denver, Co. 80202 - 4921
                    (Address of principal executive offices)

Issuer's telephone number:  970.870.1417

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                                  Common Stock
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter  period that the  Registrant  was required to file such reports) and (2)
has been subject to such filing  requirements for the past 90 days. YES [X] NO [
]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

The issuer's revenue for its most recent fiscal year was $6,923,320.

The  aggregate  market value of the common stock held by  non-affiliates  of the
issuer,   64,272,101  shares  of  common  stock,  as  of  March  24,  2003,  was
approximately  $23,330,772,  based on the closing bid of $.363 for the  issuer's
common stock as reported on the OTC Bulletin Board.  Shares of common stock held
by each director,  each officer named in Item 9, and each person who owns 10% or
more of the outstanding common stock have been excluded from this calculation in
that such persons may be deemed to be affiliates. The determination of affiliate
status is not necessarily conclusive.

As of March  31,  2003,  the  issuer  had  77,242,468  shares  of  common  stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - NONE

Transitional Small Business Disclosure Format (Check one):  YES    [  ]   NO[X]

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following  tables sets forth,  as of March 25, 2003,  the number of and
percent  of our  common  stock  beneficially  owned  by (a)  all  directors  and
nominees,  naming  them,  (b) our  executive  officers,  (c) our  directors  and
executive  officers as a group,  without  naming them, and (d) persons or groups
known by us to own beneficially 5% or more of our common stock:

         Name and Address                   Amount and Nature of         Percent
         of Beneficial Owner                Beneficial Ownership        of Class
         -------------------                --------------------        --------

         H. Howard Cooper                            7,360,535 (1)         8.89%
         2135 Burgess Creek Road
         Suite #7
         P.O. Box 774327
         Steamboat Springs, CO 80477

         Thomas F. Conroy                              656,110 (2)         0.84%
         3825 S. Colorado Blvd.
         Denver, CO 80110

         James J. Woodcock                           4,778,224 (3)         5.91%
         2404 Commerce Drive
         Midland, TX 79702

         Karl F. Arleth                              2,375,939 (4)         3.02%
         P.O. Box 23507
         0467 Lariat Loop
         Silverthorne, CO 80498

         All executive officers and                 15,170,808            17.18%
         directors as a group (4 persons)
----------

* Less than one percent.
(1) Includes 5,586,250 warrants.
(2) Includes 464,444 warrants.
(3) Includes 3,566,667 warrants
(4) Includes 1,466,667 warrants

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.
--------

Exhibit No.       Description
-----------       -----------

3.1.1             Certificate  of  Incorporation  of EQ Resources Ltd  incorporated
                  by reference to Exhibit  2.1.1 of Teton's Form 10-SB,  filed July
                  3, 2001.

3.1.2             Certificate  of  Domestication  of EQ Resources Ltd  incorporated
                  by reference to Exhibit  2.1.2 of Teton's Form 10-SB,  filed July
                  3, 2001.

3.1.3             Articles  of  Merger of EQ  Resources  Ltd.  and  American-Tyumen
                  Exploration  Company  incorporated  by reference to Exhibit 2.1.3
                  of Teton's Form 10-SB, filed July 3, 2001.

3.1.4             Certificate   of   Amendment   of   Teton    Petroleum    Company
                  incorporated  by  reference  to  Exhibit  2.1.4 of  Teton's  Form
                  10-SB, filed July 3, 2001.

3.1.5             Certificate   of   Amendment   of   Teton    Petroleum    Company
                  incorporated  by  reference  to  Exhibit  2.1.5 of  Teton's  Form
                  10-SB, filed July 3, 2001.

3.1.6             Certificate of Amendment of Teton  Petroleum  Company  increasing
                  the authorized capital stock

3.2               Bylaws,  as amended,  of Teton Petroleum  Company  incorporated by
                  reference to our From 10KSB for the year ended December 31, 2001.

10.1              Employment   Agreement,   dated  May  1,  2002,   between   Teton
                  Petroleum   Company  and  H.  Howard   Cooper   incorporated   by
                  reference  to our Form  10KSB  for the year  ended  December  31,
                  2001.

10.2              Memorandum of Understanding dated November 26, 2002

21.1              List of Subsidiaries.

99.1              Certification  of the Chief Executive  Officer of Teton Petroleum
                  Company  Pursuant to 18 U.S.C.  Section 1350, As Adopted Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002

99.2              Certification  of the Chief Financial  Officer of Teton Petroleum
                  Company  Pursuant to 18 U.S.C.  Section 1350, As Adopted Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.

99.3              Code of Ethics and Business Conduct of Officers, Directors and
                  Employees of Teton Petroleum Company (previously filed)

99.4              Audit Committee Charter (previously filed)

Reports on Form 8-K.
-------------------

We filed the following reports on Form 8-K during our fourth quarter of 2002:

     October 22, 2002,  Item 8 - Reporting a change back to a December 31 fiscal
year-end.

     December 12, 2002, Item 5 - Reporting  proceeds raised on private placement
offering and third quarter results.

ITEM 14. CONTROLS AND PROCEDURES

     As of December 31, 2002, an evaluation was performed by our Chief Executive
Officer and Chief Financial  Officer,  of the effectiveness of the design
and  operation  of  our  disclosure  controls  and  procedures.  Based  on  that
evaluation,  Our Chief Executive Officer and Chief Financial Officer,  concluded
that our disclosure  controls and  procedures  were effective as of December 31,
2002.  There have been no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
December 31, 2002.

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  duly  caused  this  report to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                    TETON PETROLEUM COMPANY, INC.

Date:  April 10, 2003              By:   /s/ H. Howard Cooper
                                       -----------------------------------------
                                           H. Howard Cooper, President (Chief
                                          Executive Officer) and Director

Date:  April 10, 2003               By:         /s/ Thomas F. Conroy
                                       -----------------------------------------
                                          Thomas F. Conroy, Chief Financial Officer
                                          (Principal Financial Officer)

Date:  April 10, 2003               By:         /s/ Karl F. Arleth
                                       -----------------------------------------
                                          Karl F. Arleth, Director

Date:  April 10, 2003                      By:   /s/ James J. Woodcock
                                             -----------------------------------
                                           James J. Woodcock, Director

                                  CERTIFICATION

       I, Howard Cooper, CEO, certify that:

1.   I have reviewed  this  annual  report on Form 10-KSB of Teton  Petroleum
     Company;

2.   Based on my knowledge,  this  annual  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  annual  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  annual
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented  in  this  annual   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

April 10, 2003

/s/ Howard Cooper
Chief Executive Officer

                                  CERTIFICATION

       I, Thomas F. Conroy, CFO, certify that:

1.   I have reviewed  this  annual  report on Form 10-KSB of Teton  Petroleum
     Company;

2.   Based on my knowledge,  this  annual  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  annual  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  annual
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented  in  this  annual   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

April 10, 2003

/s/ Thomas F. Conroy
Chief Financial Officer
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