AMENDED
                       US SECURITIES & EXCHANGE COMMISSION
                               WASHINGTON DC 20549
                                   Form 10-QSB

                                   (Mark One)


(X)  QUARTERLY REPORT UNDER SECTION 13 or (15)D OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the quarterly period ended    July 31, 2003
                               -------------------


                                       OR
                                       --


( )  TRANSITION REPORT UNDER SECTION 13 or 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period                To
                         ----------------  ----------------

Commission file number       000-25875
                          --------------



                           EXHAUST TECHNOLOGIES, INC.
       (Exact name of small business issuer as specified in its charter)


        Washington                                      91-1970433
        ----------                                      ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
 Incorporation or Organization)


            230 North Division St P O Box 2822 Spokane WA 99220-2822
            --------------------------------------------------------
                    (Address of principal executive office)


                                 (509) 838-4447
                                 --------------
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(D) of the  Exchange  Act during the past 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 ( ) NO (X)

As of November 12, 2003 there were 7,230,825 shares of the

Registrant's common stock outstanding.

Transitional Small Business Disclosure Format (check one)
                                                              YES ( ) NO (X)


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

                                   Form 10-QSB

                       For the Quarter Ended July 31, 2003






                                      INDEX


                                                                            Page
                                                                            ----


PART I - Financial Information


      Item 1   -    Financial Statements (all financial statements are
                    unaudited except the January 31, 2003 balance sheet):

               -    Balance Sheets - July 31, 2003 and January 31, 2003      3-4

               -    Statements  of Income - Three  months and six  months
                    ended July 31, 2003 and 2002                             5-7

               -    Statements  of Cash Flows - Six months  ended July 31,
                    2003 and 2002                                            8-9

               -    Notes To Financial Statements                          10-12



      Item 2   -  Management's Discussion and Analysis and Plan of
                  Operation                                                13-15


PART II - Other Information                                                15-16






<PAGE>



Part I - Financial Information
Item 1 - Financial Statements





                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                                 ==============



                                                          July         January
                                                        31, 2003          31,
                                                      (Unaudited)        2003
                                                      ----------      ----------


     ASSETS

CURRENT:
  Cash and cash equivalents                           $  128,953      $   60,193
  Accounts receivable                                    101,812          78,442
  Inventory                                              945,650         405,889
  Inventory credit note                                     --           303 746
  Prepaid expenses                                        26,011           4,995
                                                      ----------      ----------

         TOTAL CURRENT ASSETS                          1,202,426         853 ,65


EQUIPMENT, net of accumulated
  depreciation of $56,382 and $53,627                    187,587         195,488


OTHER ASSETS:
  Patents, net of accumulated
   amortization of $29,942 and $26,742                     1,492           4 ,92

  Licensing rights, net of accumulated
   amortization of $158,481 and
$123,263                                               1,250,233       1,285,451
                                                      ----------      ----------





         TOTAL ASSETS                                 $2,641,738      $2,338,896
                                                      ==========      ==========





                   (See notes to interim financial statements)
                                                                             -3-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                                 ==============



                                                    July             January
                                                  31, 2003              31,
                                                 (Unaudited)           2003
                                                 -----------       -----------

     LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT:
  Accounts payable                                $   222,352       $    10,764
  Advances from related party                          37,569              --
  Accrued interest payable                              1,954              --
  Accrued interest-related party                      132,392            97,451
  Current portion of long-term
   bank debt (Note 5)                                 151,477            97,702
                                                  -----------       -----------

         TOTAL CURRENT LIABILITIES                    545,744           205,917

LONG-TERM DEBT:
  Long-term portion of bank debt
   (Note 5)                                           322,240           402,298
                                                  -----------       -----------

         TOTAL LIABILITIES                            867,984           608,215
                                                  -----------       -----------

Committments and Contingencies                           --                --
                                                  -----------       -----------

STOCKHOLDERS' EQUITY:
  Common stock, $.00001 par value,
    100,000,000 shares authorized,
    7,230,825 shares outstanding                           72                72
  Additional paid-in capital                        2,420,690         2,420,690
  Accumulated deficit                                (647,008)         (690,081)
                                                  -----------       -----------

         TOTAL STOCKHOLDERS' EQUITY                 1,773,754         1,730,681
                                                  -----------       -----------


         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                     $ 2,641,738       $ 2,338,896
                                                  ===========       ===========








                   (See notes to interim financial statements)
                                                                             -4-


<PAGE>
                               EXHAUST TECHNOLOGIES, INC.
                                  STATEMENTS OF INCOME
                                      (Unaudited)
                                      ===========


                                    Three       Three       Six         Six
                                    Months      Months      Months      Months
                                    Ended       Ended       Ended       Ended
                                    July        July        July        July
                                     31,         31,         31,         31,
                                     2003        2002        2003        2002
                                  ----------  ----------  ----------  ----------

SALES AND OTHER REVENUE:
  Sales of product                  $170,724    $ 78,256    $392,939    $146,424
  Royalty income                        --        99,983     250,000     249,966
                                    --------    --------    --------    --------

   Total revenue                     170,724     178,239     642,939     396,390

COST OF SALES                        111,272      55,051     303,093     107,061
                                    --------    --------    --------    --------

   Gross profit                       59,482     123,188     339,846     289,329
                                    --------    --------    --------    --------

OPERATING EXPENSES:
 Professional services                11,359       6,246      16,583      21,918
 Research and
  development                          2,763       8,052       3,754      19,857
 Advertising                          14,808       9,313      19,830      13,790
 Office expense                        9,392       8,792      15,832      17,099
 Compensation                         11,730      11,730      23,460      23,460
 Amortization                         19,209       1,575      38,418       3,150
 Management fees                      42,000      24,000      78,000      48,000
 Rent                                 15,400       9,000      29,800      18,000
 Travel and entertainment              4,321         419       7,074       6,567


<PAGE>



 Supplies                              2,202         361       3,206         906
 Discounts                             7,296        -         14,441        -


                   (See notes to interim financial statements)
                                                                             -5-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)
                                   ===========

                                 Three       Three         Six         Six
                                 Months      Months        Months      Months
                                 Ended       Ended         Ended       Ended
                                 July        July          July        July
                                  31,         31,           31,         31,
                                  2003        2002          2003        2002
                               ---------    ---------    ---------    ---------

 Telephone                           968         --          1,944         --
 Vehicle expense                   3,900         --          7,800         --
 Repairs                           1,362          806        3,735        5,026
 Insurance                         5,856        4,083        8,853        8,709
                               ---------    ---------    ---------    ---------

Total operating expenses         152,566       84,377      272,730      186,482
                               ---------    ---------    ---------    ---------

Income (loss) from operations    (93,084)      38,811       67,116      102,847
                               ---------    ---------    ---------    ---------


Other income (expense):
 Miscellaneous income               --         23,518         --         71,574
 Interest expense                 (9,275)     (15,013)     (24,043)     (30,436)
                               ---------    ---------    ---------    ---------

    Total other income
     (expense)                    (9,275)       8,505      (24,043)      41,138
                               ---------    ---------    ---------    ---------

Net income (loss)
 before taxes                    (99,359)      47,316       43,073      143,985

Income taxes                        --           --           --           --
                               ---------    ---------    ---------    ---------

Net income (loss)              $ (99,359) $    47,316    $  43,073    $ 143,985
                               =========    =========    =========    =========

Comprehensive income           $ (99,359) $    47,316    $  43,073    $ 143,985
                               =========    =========    =========    =========

                   (See notes to interim financial statements)
                                                                             -6-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)
                                   ===========


                                 Three       Three        Six         Six
                                 Months      Months       Months      Months
                                 Ended       Ended        Ended       Ended
                                 July        July         July        July
                                  31,         31,          31,         31,
                                  2003        2002         2003        2002
                               ---------   ---------   ----------   ---------




Net income (loss) per share-
 basic and diluted             $   (0.01)  $    0.01   $     0.01   $    0.02
                               =========   =========   ==========   =========
Weighted average
 number of shares
 outstanding-
 basic and diluted             7,230,825   6,610,912    7,230,825   6,530,971
                               =========   =========   ==========   =========













                   (See notes to interim financial statements)
                                                                             -7-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                   Unaudited
                                   =========


                                                           Six          Six
                                                          Months       Months
                                                           Ended        Ended
                                                         July 31,     July 31,
                                                           2003         2002
                                                         ---------    ---------

Cash flows from operating activities:
 Net income                                              $  43,073    $ 143,985
 Adjustments to
  reconcile net income
  to net cash used in
  operating activities:
   Amortization and
    depreciation                                            50,914       10,650
 Changes in assets and
  liabilities:
   Accounts receivable                                     (23,370)     (41,084)
   Accounts payable                                        211,588     (109,673)
   Inventory                                              (539,761)    (120,802)
   Inventory credit note                                   303,746      176,143
   Prepaid expenses                                        (21,016)      (3,279)
   Advances from related party                              37,569         --
   Accrued interest                                         36,895       27,500
                                                         ---------    ---------

Net cash provided by
 operating activities                                       99,638       83,440
                                                         ---------    ---------

Cash flows from
 investing activities:
 Cash paid for property
  and equipment                                             (4,595)      (3,999)
                                                         ---------    ---------

Net cash used in
 investing activities                                       (4,595)      (3,999)
                                                         ---------    ---------










                   (See notes to interim financial statements)
                                                                             -8-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Continued
                                    =========


                                                            Six          Six
                                                           Months       Months
                                                            Ended        Ended
                                                          July 31,     July 31,
                                                            2003         2002
                                                         ---------    ---------

Cash flows from financing activities:
 Loan proceeds                                               9,442         --
 Net proceeds from sale of
  common stock                                                --         30,000
 Principal payments on note                                (35,725)     (60,002)
                                                         ---------    ---------

Net cash provided by (used in)
 financing activities                                      (26,283)     (30,002)
                                                         ---------    ---------

Net increase in cash                                        68,760       49,439

Cash, beginning of
 period                                                     60,193       11,890
                                                         ---------    ---------

Cash, end of period                                      $ 128,953    $  61,329
                                                         =========    =========

Supplemental Disclosures
 of Cash Flow Information:

 Cash Paid During Period
  for:
  Interest                                               $  11,842    $   2,936
                                                         =========    =========

  Income Taxes                                           $    --      $    --
                                                         =========    =========













                   (See notes to interim financial statements)
                                                                             -9-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      =====================================


1.   BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB  and  Regulation  S-B as  promulgated  by  the  Securities  and  Exchange
Commission.  Accordingly,  these financial  statements do not include all of the
disclosures  required by generally accepted  accounting  principles for complete
financial  statements.  These unaudited interim  financial  statements should be
read in conjunction with the audited  financial  statements for the period ended
January 31, 2003. In the opinion of management,  the unaudited interim financial
statements  furnished  herein  include  all  adjustments,  all of which are of a
normal recurring  nature,  necessary for a fair statement of the results for the
interim period presented.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the use of estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
disclosure of contingent  assets and  liabilities  known to exist as of the date
the financial statements are published, and the reported amounts of revenues and
expenses  during  the  reporting  period.  Uncertainties  with  respect  to such
estimates  and  assumptions  are inherent in the  preparation  of the  Company's
financial statements;  accordingly, it is possible that the actual results could
differ from these estimates and assumptions that could have a material effect on
the  reported  amounts  of the  Company's  financial  position  and  results  of
operations.

Operating  results for the three month and six month periods ended July 31, 2003
are not necessarily  indicative of the results that may be expected for the year
ending January 31, 2004.

2.   GOING CONCERN

From the  Company's  inception in July 1998  through its year ended  January 31,
2002, it incurred  operating  losses,  had a working  capital  deficit,  limited
revenues,  and an  untested  market  for  its  products.  These  factors  raised
substantial  doubt as to the Company's  ability to continue as a going  concern.
Accordingly,  the Company's financial statements during those periods included a
qualification as to the Company's ability to continue as a going concern.

During the year ended  January 31, 2003,  the Company began  receiving  revenues
from sales of its products and royalty  payments from license  agreements.  As a
result, the Company's  financial  statements for the year ended January 31, 2003
reflected  net income and an  operating  profit,  positive  working  capital and


                                                                            -10-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      =====================================

stockholders'  equity,  and an expectation that sales of the Company's  products
and royalty income would continue in future  periods.  Management  believes that
the issues that previously gave rise to a going-concern  qualification no longer
exist. Accordingly,  the going-concern  qualification has been removed effective
with the 2003 financial statements.

3.   REVENUE RECOGNITION

In December 1999, the United States  Securities and Exchange  Commission  issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB 101 refined the  criteria  for  determining  when  revenue is
considered  recognizable and is effective no later than the first fiscal quarter
of the fiscal year beginning  after  December 31, 1999. The Company  adopted the
principles specified in SAB 101, and accordingly,  sales of product are recorded
and  customers  are billed when  products are shipped to  customers  under firm,
enforceable  commitments and  collectibility  is reasonably  assured.  Estimated
amounts for  reserves for sales  returns,  provision  for  customer  rebates and
discounts  and a provision  for an  allowance  for bad debts are recorded at the
time of sale and based on management's  estimates using reasonable  assumptions.
Revenue  recognition from royalty payments based upon licensing  agreements will
be recognized when the royalties are received,  or when a reasonable estimate of
royalties  due  under  the  licensing  agreements  can be  made.  Non-refundable
royalties  paid in advance  under  minimum  guarantee  clauses of the  licensing
agreements are considered revenue in the period they are received.

4.   LICENSE AGREEMENTS

During the quarter ended October 31, 2001, the Company entered into two separate
agreements  licensing  rights  to its  patents.  The terms of the  licenses  are
enforceable for the life of the patents.  Quarterly royalties are payable to the
Company with certain minimum  royalties due quarterly and annually.  The Company
has also  retained  the right to  produce  and sell its  products  in the United
States and Canada under their branded trademark.




                                                                            -11-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS


5. LONG-TERM DEBT

Long-term debt consists of the following:

        Note payable to bank,  maturing $15,000  monthly,  including
        interest at 7%, collateralized by all assets of the Company,
        the guarantee of Bob Sterling  Enterprises,  Inc. (a company
        owned  by the  President  of  Exhaust  Technologies,  Inc.),
        assignment   of  a   $300,000   promissory   note   due  RES
        Enterprises, Inc. (another company owned by the President of
        Exhaust  Technologies,  Inc.), and the personal guarantee of
        M. Louise Sterling,  the wife of Robert E. Sterling,  who is
        the   president   and   majority   stockholder   of  Exhaust
        Technologies, Inc. $ 473 717

       Less current maturity                                             151 477
                                                                      ----------

                                                                     $   322 240
                                                                      ==========


Long-term debt maturities as of July 31, 2003, are as follows:

                               Year                                     Amount
                               ----                                     ------

                               2004                                  $   151 477
                               2005                                      162 538
                               2006                                      159 702
                                                                      ----------

                                                                     $   473 717
                                                                      ==========








                                                                            -12-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.


Item 2. Management's Discussion and Analysis or Plan of Operation

General
-------

This Quarterly Report on Form 10-QSB,  including the information incorporated by
reference herein,  includes "forward looking  statements"  within the meaning of
section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). All of the statements  contained in this Quarterly Report on Form 10-QSB,
other than statements of historical fact,  should be considered  forward looking
statements,  including,  but not  limited to,  those  concerning  the  Company's
strategies,  objectives and plans for expansion of its operations,  products and
services  and  growth  in demand  for the  Company's  services.  There can be no
assurance  that  these  expectations  will prove to have been  correct.  Certain
important  factors that could cause actual results to differ materially from the
Company's expectations (the "Cautionary Statements") are disclosed in the annual
report filed on Form 10-KSB.  All  subsequent  written and oral forward  looking
statements by or attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary  Statements.  Investors
are cautioned not to place undue reliance on these forward  looking  statements,
which  speak  only  as of the  date  hereof  and are not  intended  to give  any
assurance as to future results. The Company undertakes no obligation to publicly
release any revisions to these forward  looking  statements to reflect events or
reflect the occurrence of unanticipated events.


Plan of Operation
-----------------

The Company is attempting to increase its customer base through  advertising and
marketing and aggressively promote all our products.

The Company  anticipates  that revenue from  royalties and product sales will be
sufficient to maintain operations for the next twelve months as well as into the
future.

The  research  and  development  is  expected  to  continue  as the  Company  is
continually trying to adapt its muffler to products currently on the market.


Three  Months and Six Months  Ended July 31,  2003  (Unaudited)  compared to the
--------------------------------------------------------------------------------
Three Months and Six Months Ended July 31, 2002 (Unaudited)
-----------------------------------------------------------

                                                                            -13-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.



During the three months ended July 31, 2003 the Company recognized total revenue
in the second  quarter of fiscal 2004 of  approximately  $171,000 as compared to
$178,000 for the same period of the prior fiscal year and approximately $643,000
for the six months  ended July 31, 2003 as  compared  to  $396,000  for the same
period of the prior  year.  The  decrease  in total  revenue for the three month
period is the result of no  collections  of royalties as the royalties were paid
in the prior  quarter.  The  increase in total  revenue for the six months ended
July 31, 2003 as compared to the same six month  period of the prior year is the
result of our products reaching a larger market due to marketing efforts and the
collection of royalties.

Operating  expenses include those costs incurred to bring the Company's  product
to market relative to research and development,  sales,  marketing,  and general
administration. Operating expenses increased for the three months ended July 31,
2003 to  approximately  $152,000 from  approximately  $84,000 for the same three
month  period  in  2002.  The  increase  of  $68,000  was  due to  increases  in
professional  services  of  approximately  $5,000  due to legal  fees for patent
applications,  decreases in research and development of approximately  $5,000 as
the Company concentrates on marketing rather than development and administrative
expenses increased  $101,000 as a result of increased  operations as the Company
expands its  customer  base and services  its royalty  contracts.  Additionally,
interest  decreased  approximately  $6,000 as a result of  decreases in interest
rates.  Other  income  decreased  approximately  $23,000 as the  Company did not
receive any revenue outside of operations.

For  the  six  months  ended  July  31,  2003,   operating   expenses  increased
approximately  $86,000 for the same six month period of last year as a result of
decreases in  professional  development of  approximately  $5,000 due to reduced
legal fees as the patent  applications have been reduced,  decreases in research
and  development  of  approximately  $16,000  as  the  Company  concentrates  on
increased  sales  rather  than new  products  and  increases  in  administrative
expenses of approximately $107,000 as the Company increases its sales operations
and  supports  its  royalty   agreements.   Additionally,   interest   decreased
approximately  $6,000 because of interest rate declines.  Other income decreased
approximately   $71,000  because  of  no  revenue  being  generated  outside  of
operations.






                                                                            -14-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.


Net Income (Loss)
-----------------

Primarily  as a result of the  foregoing  factors,  the  Company's  net loss was
approximately  $99,000  compared to a net income of $47,000 for the three months
ended July 31,  2003 and 2002,  respectively  and a net income of  approximately
$43,000  compared to  approximately  $144,000  for the six months ended July 31,
2003 and 2002, respectively.


Financial Conditions and Liquidity
----------------------------------

At July 31, 2003,  the Company had  approximately  $129,000 of cash. For the six
months ended July 31, 2003,  the Company  received  approximately  $370,000 from
collections  of product  sales and  approximately  $250,000  in advance  royalty
payments.  The Company expended  approximately $551,000 for the six months ended
July 31, 2003, to market the Company's products and operate the Company.  Future
funds required to carry out  management's  plans are expected to be derived from
royalty receipts,  product sales and borrowings. If none of the alternatives are
successful, we may have to cease operations.



                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 1. LEGAL PROCEEDINGS

The Company  knows of no  litigation  present,  threatened  or  contemplated  or
unsatisfied  judgment  against the  Company,  its  officers or  directors or any
proceedings in which the Company, its officers or directors are a party.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The rights of the holders of the Company's securities have not been modified nor
have the rights  evidenced  by the  securities  been limited or qualified by the
issuance or modification of any other class of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There are no senior secutities issued by the Company.





                                                                            -15-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  presented to the  shareholders  for vote during the three
months ended July 31, 2003.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

During the quarter ended July 31, 2003,  the Company did not file any reports on
Form 8-K.























                                                                            -16-


<PAGE>



                                   SIGNATURES




Pursuant to the  requirements  of the Exchange Act of 1934,  the  registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 18th day of March, 2004.



                                 EXHAUST TECHNOLOGIES, INC.


                                 /s/  Robert E. Sterling
                                 ----------------------------
                                      Robert E. Sterling
                                      President


                                 /s/  William A. Sutherland
                                 ----------------------------
                                      William A. Sutherland
                                      Chief Financial Officer