UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                              AMENDMENT NUMBER 3 TO
                                   FORM 10-KSB

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended December 31, 2003
                                             -----------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


Commission File number    000-33625
                       -----------------

                                  DRILLING INC.
                        --------------------------------
               (Exact name of registrant as specified in charter)

                 Nevada                                       87-0618509
--------------------------------------------                --------------
State or other jurisdiction of incorporation          (I.R.S. Employer I.D. No.)
            or organization

           1981 East Murray Holiday Road , Salt Lake City, Utah 84117
--------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code        801-272-9294
                                               ----------------------------

Securities registered pursuant to section 12 (b) of the Act:

   Title of each class               Name of each exchange on which registered
         None                                        None
    ---------------                      --------------------------------

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

                                     Common
                             -----------------------
                                (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 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. (1) Yes [ x ] No [ ]
(2) Yes [x ] No [ ]

Check if there is no 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 the 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. [ ]

State issuer's revenues for its most recent fiscal year:  $   -
                                                           ---------



<PAGE>

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.

At January 31, 2004, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.


     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of December 31, 2003, the registrant had 772,200 shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None



<PAGE>


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Item 9 is amended to provide as follows:

General
-------

The following table sets forth certain information regarding the current
directors and executive officers of the Company:

Name             Age                   Title                       Held Since
----             ---                   -----                       ----------

Jason Thomsen     21              President, Sec/ Treas and         10/15/03
                                  Sole Director


     All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.

     No director, Officer, affiliate or promoter of the Company has, within the
past five years, filed any bankruptcy petition, been convicted in or been the
subject of any pending criminal proceedings, or is any such person the subject
or any order, judgment or decree involving the violation of any state or federal
securities laws.

     The Company has no audit committee financial expert, as defined under
Section 228.401, serving on its audit committee because it has no audit
committee and is not required to have an audit committee because it is not a
listed security as defined in Section 240.10A-3.

     The Company has adopted a code of ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer or controller which is attached hereto as Exhibit 99.1.

     The business experience of each of the persons listed above during the past
five years is as follows:

Jason Thomsen: President, Sec/Treas, and Sole Director

     Mr. Thomsen has been, since November 2002, employed by Clark's Roofing Of
Salt Lake City, Utah as a safety correspondent. His duties include securing a
jobsite for the crews of his employer and running the necessary safety lines. In
addition, since June 2002, he has been self employed as a carpet installer. From
June 1998 until June 2002 he was employed by V&F Flooring of salt Lake City,
Utah as a carpet installer.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Except as indicated below, to the knowledge of management, during the past five
years, no present or former director, executive officer or person nominated to
become a director or an executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following activities:


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<PAGE>

       (i) acting as a futures commission merchant, introducing broker,
       commodity trading advisor, commodity pool operator, floor broker,
       leverage transaction merchant, associated person of any of the foregoing,
       or as an investment advisor, underwriter, broker or dealer in securities,
       or as an affiliate person, director or employee of any investment
       company, or engaging in or continuing any conduct or practice in
       connection with such activity;

       (ii)  engaging in any type of business practice; or

       (iii) engaging in any activity in connection with the purchase or sale of
       any security or commodity or in connection with any violation of federal
       or state securities laws or federal commodities laws;

(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

Since the Company ceased operations in 1990, the Company knows of no person, who
at any time during the subsequent fiscal years, was a director, officer,
beneficial owner of more than ten percent of any class of equity securities of
the registrant registered pursuant to Section 12 ("Reporting Person"), that
failed to file on a timely basis any reports required to be furnished pursuant
to Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the
registrant under Rule 16a-3(d) during its most recent fiscal year, other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.

The following table sets forth as of December 31, 2003, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.

Name                   Position              Reports  Filed
----                   --------              -------  -----

NONE



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

This amendment is being filed to provide the letter from Issuer's previous
Certifying Accounting Firm as provided under Rule 304(a)(3) of Regulation SB


(a)(3)  Exhibits.  The following exhibits are included as part of this report by
        reference:


Exhibit 31.1      Rule 13a-14(a)/15d-14(a) Certification.

Exhibit 99.1      Code of Ethics


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<PAGE>


                                   SIGNATURES



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

                                        DRILLING, INC.
                                         (Registrant)

                                        By:S/ Jason Thomsen
                                           ---------------------
                                           Jason Thomsen
                                           President and Director

Dated: 5th of March, 2004.




     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the registrant
and in the capacities indicated on the 5th day of March 2004.


S/ Jason Thomsen
-----------------
Jason Thomsen
Sole Director, President, and Treasurer




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