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

                              AMENDMENT NUMBER 2 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:  $   -
                                                           ---------

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.



<PAGE>


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

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<PAGE>




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.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit Fee
---------

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered by the principal  account for the audit of Drilling's  annual
financial  statement and review of financial  statements  included in Drilling's
10-QSB  reports and services  normally  provided by the accountant in connection
with statutory and regulatory  filings or engagements  were $2,910.00 for fiscal
year ended 2002 and $2,690.00 for fiscal year ended 2003.

Audit-Related Fees
------------------

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal  accountant that are reasonably related to the
performance of the audit or review of Drilling's  financial  statements that are
not reported above were $ -0- for fiscal years ended 2002 and 2003.

Tax Fees
--------

The aggregate fees billed in each of the last two fiscal years for  professional
services  rendered by the principal  accountant for tax compliance,  tax advise,
and tax planning  were $150.00 for fiscal year ended 2002 and $150.00 for fiscal
year ended 2003.

All Other Fees
--------------

The aggregate  fees billed in each of the last two fiscal years for products and
services provided by the principal accountant,  other than the services reported
above were $ -0- for fiscal years ended 2002 and 2003.

 We do not have an audit committee  currently  serving and as a result our board
of directors  performs the duties of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on pre-approval policies and procedures.




                                      -3-
<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: 24th of February, 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 24th day of February, 2004.


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




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