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    October 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
 Incorporation or Organization)                      No.)


            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 March 18, 2004 there were  13,430,825  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 October 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 - October 31, 2003 and
               January 31, 2003                                              3-4

             - Statements of Income - Three months
               and nine months ended October 31, 2003
               and 2002                                                      5-7

             - Statements of Cash Flows - Nine months
               ended October 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
                           ==========================


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


     ASSETS
     ------

CURRENT:
  Cash and cash equivalents                           $   218,278    $    60,193
  Accounts receivable                                     118,920         78,442
  Inventory                                               974,328        405,889
  Inventory credit note                                      --          303,746
  Prepaid expenses                                         18,917          4,995
                                                      -----------    -----------

         TOTAL CURRENT ASSETS                           1,330,443        853,265


EQUIPMENT, net of accumulated
  depreciation of $62,630 and $53,627                     181,339        195,488


OTHER ASSETS:
 Patents, net of accumulated
  amortization of $31,434 and $26,742                        --            4,692

 Licensing rights, net of accumulated
  amortization of $194,174 and $123,263                 3,384,540      1,285,451
                                                      -----------    -----------


         TOTAL ASSETS                                 $ 4,896,322    $ 2,338,896
                                                      ===========    ===========



























                   (See notes to interim financial statements)
                                                                             -3-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

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


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


     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------


CURRENT:
  Accounts payable                                   $   339,189    $    10,764
  Advances from related party                             61,699           --
  Accrued interest payable                                 1,954           --
  Accrued interest-related party                         132,392         97,451
  Current portion of long-term
   bank debt (Note 5)                                    154,152         97,702
                                                     -----------    -----------

         TOTAL CURRENT LIABILITIES                       689,386        205,917

LONG-TERM DEBT:
  Long-term portion of bank debt
   (Note 5)                                              283,023        402,298
                                                     -----------    -----------

         TOTAL LIABILITIES                               972,409        608,215
                                                     -----------    -----------

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

STOCKHOLDERS' EQUITY:
  Common stock, $.00001 par value,
    100,000,000 shares authorized,
    13,430,825 shares and
    7,230,825 shares outstanding                             134             72
  Additional paid-in capital                           4,590,628      2,420,690
  Accumulated deficit                                   (666,849)      (690,081)
                                                     -----------    -----------

         TOTAL STOCKHOLDERS' EQUITY                    3,923,913      1,730,681
                                                     -----------    -----------


         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                        $ 4,896,322    $ 2,338,896
                                                     ===========    ===========


















                   (See notes to interim financial statements)
                                                                             -4-


<PAGE>

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


                                 Three        Three         Nine         Nine
                                 Months       Months       Months       Months
                                 Ended        Ended        Ended        Ended
                                October      October      October      October
                                  31,          31,          31,          31,
                                 2003         2002         2003         2002
                              ----------   ----------   ----------   ----------

SALES AND OTHER REVENUE:
  Sales of product            $  407,746   $  215,478   $  800,685   $  361,902
  Royalty income                  65,224      125,000      315,224      374,966
                              ----------   ----------   ----------   ----------

   Total revenue                 472,970      340,478    1,115,909      736,868

COST OF SALES                    267,518      163,178      570,611      270,239
                              ----------   ----------   ----------   ----------

   Gross profit                  205,452      177,300      545,298      466,629
                              ----------   ----------   ----------   ----------

OPERATING EXPENSES:
 Professional services            26,731        4,989       43,314       26,907
 Research and
  development                      1,615        4,230        5,369       24,087
 Advertising                      30,775       32,894       50,605       46,684
 Office expense                    7,359       12,335       23,191       29,434
 Compensation                     11,730       20,730       35,190       44,190
 Amortization                     37,185        1,575       75,603        4,725
 Management fees                  54,000       24,000      132,000       72,000
 Rent                             17,400        9,000       47,200       27,000
 Travel and entertainment          9,815          697       16,889        7,264
 Supplies                            336          718        3,542        1,624
 Discounts                         6,909         --         21,350         --
 Dues and subscriptions             --             68         --             68






                   (See notes to interim financial statements)
                                                                             -5-


<PAGE>

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


                                 Three       Three          Nine        Nine
                                 Months      Months        Months      Months
                                 Ended       Ended         Ended        Ended
                                October      October      October      October
                                  31,          31,          31,          31,
                                 2003         2002         2003         2002
                               ---------    ---------    ---------    ---------

 Telephone                           836        3,146        2,780         --
 Vehicle expense                   3,900         --         11,700         --
 Repairs                           1,209         --          4,944        8,172
 Insurance                         7,036       (2,778)      15,889        5,931
                               ---------    ---------    ---------    ---------

Total operating expenses         216,836      111,604      489,566      298,086
                               ---------    ---------    ---------    ---------

Income (loss) from operations    (11,384)      65,696       55,732      168,543
                               ---------    ---------    ---------    ---------


Other income (expense):
 Miscellaneous income               --           --           --         71,574
 Interest expense                 (8,457)     (14,547)     (32,500)     (44,983)
                               ---------    ---------    ---------    ---------

    Total other income
     (expense)                    (8,457)     (14,547)     (32,500)      26,591
                               ---------    ---------    ---------    ---------

Net income (loss)
 before taxes                    (19,841)      51,149       23,232      195,134

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

Net income (loss)              $ (19,841)   $  51,149    $  23,232    $ 195,134
                               =========    =========    =========    =========

Comprehensive income           $ (19,841)   $  51,149    $  23,232    $ 195,134
                               =========    =========    =========    =========



                   (See notes to interim financial statements)
                                                                             -6-


<PAGE>



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


                                    Three       Three       Nine        Nine
                                    Months      Months      Months      Months
                                    Ended       Ended       Ended       Ended
                                    October     October     October     October
                                     31,         31,         31,         31,
                                     2003        2002        2003        2002
                                  ----------  ----------  ----------  ----------




Net income (loss) per share-
 basic and diluted                $    (--)   $     0.01  $     --    $     0.03
                                  ==========  ==========  ==========  ==========

Weighted average
 number of shares
 outstanding-
 basic and diluted                11,280 444   6,730,825   9,110,455   6,650,883
                                  ==========  ==========  ==========  ==========














                   (See notes to interim financial statements)
                                                                             -7-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

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


                                                        Nine         Nine
                                                        Months       Months
                                                        Ended        Ended
                                                      October 31,  October 31,
                                                          2003         2002
                                                       ---------    ---------

Cash flows from operating activities:
 Net income                                              $  23,232    $ 195,134
 Adjustments to
  reconcile net income
  to net cash used in
  operating activities:
   Amortization and
    depreciation                                            94,347       15,975
 Changes in assets and
  liabilities:
   Accounts receivable                                     (40,478)     (64,512)
   Accounts payable                                        328,425     (123,488)
   Inventory                                              (568,439)     (26,081)
   Inventory credit note                                   303,746       92,819
   Prepaid expenses                                        (13,922)        (282)
   Advances from related party                              61,699         --
   Accrued interest                                         36,895       41,250
                                                         ---------    ---------

Net cash provided by
 operating activities                                      225,505      130,815
                                                         ---------    ---------

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
                           ==========================


                                       Nine            Nine
                                      Months          Months
                                       Ended           Ended
                                    October 31,     October 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            ( 72 267)     (   90 002)
                                     ----------      ----------

Net cash provided by (used in)
 financing activities                  ( 62 825)     (   60 002)
                                     ----------      ----------

Net increase in cash                    158 085          66 814

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

Cash, end of period                 $   218 278     $    78 704
                                     ==========      ==========

Supplemental Disclosures
 of Cash Flow Information:

 Cash Paid During Period
  for:
  Interest                          $    20 299     $     3 733
                                     ==========      ==========

  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 nine month  periods ended October 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>

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.


                           EXHAUST TECHNOLOGIES, INC.

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

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  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.  One of the license agreements
has been terminated by the licensee effective December 31, 2003.



                                                                            -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.                            $   437 175

       Less current maturity                             154 152
                                                      ----------

                                                     $   283 023
                                                      ==========


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

                     Year                               Amount

                     2004                            $   154 152
                     2005                                165 409
                     2006                                117 614
                                                      ----------

                                                     $   437 175
                                                      ==========














                                                                            -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 Nine Months Ended October 31, 2003 (Unaudited)  compared to the
Three Months and Nine Months Ended October 31, 2002 (Unaudited)

                                                                            -13-


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.



During the three  months  ended  October 31, 2003 the Company  recognized  total
revenue  in the  third  quarter  of fiscal  2004 of  approximately  $473,000  as
compared  to  $340,000  for  the  same  period  of the  prior  fiscal  year  and
approximately  $1,116,000 for the nine months ended October 31, 2003 as compared
to $737,000 for the same period of the prior year. The increase in total revenue
for the three month  period is the result of  increased  sales of product as our
customer base is expanding ahile we had a decrease in royalty collections as one
licensee has notified the Company that it is terminating  the license  agreement
at December  31, 2003.  The increase in total  revenue for the nine months ended
October 31, 2003 as compared to the same nine month  period of the prior year is
the result of our products reaching a larger market due to marketing efforts.

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 October
31, 2003 to  approximately  $217,000  from  approximately  $112,000 for the same
three month  period in 2002.  The  increase of $105,000  was due to increases in
professional  services  of  approximately  $21,000  due to legal fees for patent
applications   and  audit  fees,   decreases  in  research  and  development  of
approximately  $3,000 as the  Company  concentrates  on  marketing  rather  than
development  and  administrative  expenses  increased  $87,000  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.

For the nine  months  ended  October  31,  2003,  operating  expenses  increased
approximately  $191,000  for the same nine month period of last year as a result
of increases in professional  development of approximately  $16,000 due to audit
fees  and  legal  fees  for  patent  applications,  decreases  in  research  and
development of  approximately  $19,000 as the Company  concentrates on increased
sales  rather than new  products and  increases  in  administrative  expenses of
approximately  $194,000  as the  Company  increases  its  sales  operations  and
supports its royalty agreements.  Additionally, interest decreased approximately
$12,000 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  $20,000  compared to a net income of $51,000 for the three months
ended October 31, 2003 and 2002,  respectively and a net income of approximately
$23,000 compared to approximately $195,000 for the nine months ended October 31,
2003 and 2002, respectively.


Financial Conditions and Liquidity

At October 31, 2003,  the Company had  approximately  $218,000 of cash.  For the
nine months ended October 31, 2003, the Company received  approximately $760,000
from collections of product sales and approximately  $315,000 in advance royalty
payments.  The Company expended approximately $917,000 for the nine months ended
October 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 October 31, 2003.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

During the quarter ended October 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 19th 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