U.S. Securities and Exchange Commission

                             Washington, D. C. 20549

                               Form 10-KSB/A No. 1
                                   (Mark One)

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended February 28, 2003

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to _______.

                          Commission file number 0-8532

                              OAKRIDGE ENERGY, INC.

                 (Name of small business issuer in its charter)

                   Utah                               87-0287176
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)

         4613 Jacksboro Highway
          Wichita Falls, Texas                            76302
 (Address of principal executive offices)              (Zip Code)

                    Issuer's telephone number: (940) 322-4772

         Securities registered under Section 12(b) of the Exchange Act:

                                                  Name of each exchange on
       Title of each class                             which registered
       -------------------                         ------------------------

              None                                          ----

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

                          Common Stock, $.04 par value
                                (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. Yes [x] no [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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. [ ]

State issuer's revenues for its most recent fiscal year. $1,256,959


<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by  nonaffiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  prices of such common  equity,  as of a
specified date within the past 60 days.

                          $4,836,495 as of May 2, 2003


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                          4,360,490 as of June 9, 2003


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


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


<PAGE>

                                    PART III

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

Directors and Executive Officers

         The following  table  provides  certain  information  pertaining to the
Company's directors and executive officers:

                          Business Experience                 Year First
                         and Current Positions                  Became
  Name and Age                With Company                     Director
-------------------    ---------------------------            ----------

Sandra Pautsky - 61    Chairperson of the Board                  1986
                       of Directors of the Company
                       since July 1998,
                       President since June 1998
                       and Secretary-Treasurer
                       since May 1992

Danny Croker - 54      Vice President and Assistant              1992
                       Secretary - Treasurer of the
                       Company since May 1992 and
                       owner of Exlco, Inc., oil
                       and gas operations

Randy Camp - 50        Partner in the firm of Moore,             1992
                       Camp, Phillips & Co., L.L.P.
                       (or its predecessor firms),
                       Certified Public Accountants,
                       Wichita Falls, Texas for more
                       than the past five years

Carol J. Cooper - 56   Certified Public Accountant,              N/A
                       Principal Accounting Officer
                       of the Company since July
                       1998 and Principal Financial
                       Officer of the Company since
                       October 2002; from December
                       1997 to July 1998 employed in
                       the Company's accounting
                       department


         Danny Croker is Sandra Pautsky's stepbrother. There are no other family
relationships  among any of the directors or executive  officers of the Company.
Sandra  Pautsky may be  considered  to be the parent of the Company by virtue of
her  beneficial  ownership of  approximately  70% of the  Company's  outstanding
common  stock  and her  positions  with  the  Company.  See  "Item  11.-Security
Ownership of Certain  Beneficial  Owners and Management and Related  Stockholder


                                       1
<PAGE>

Matters."  Each of the directors and  executive  officers  holds office from the
date  of his or her  election  for a  period  of one  year or  until  his or her
successor  has been  elected.  None of the  directors or  executive  officers is
involved in any legal proceedings in which he or she is a party adverse or has a
material  interest  adverse to the Company.  None of the  directors or executive
officers  has been  involved in any legal  proceedings  which are material to an
evaluation of his or her ability or integrity.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act")  requires the  Company's  executive  officers,  directors  and persons who
beneficially  own more than 10% of the  Company's  common stock to file with the
Securities  and  Exchange  Commission  (the  "Commission")  initial  reports  of
beneficial  ownership  and  reports of changes in  beneficial  ownership  of the
Company's  common stock.  The rules  promulgated by the Commission under Section
16(a) of the  Exchange  Act require  those  persons to furnish the Company  with
copies of all reports filed with the Commission pursuant to Section 16(a).

         Based solely on the Company's review of copies of forms it received and
on written representations from the foregoing persons, the Company believes that
during the fiscal year ended  February  28, 2003 all filing  requirements  under
Section 16(a) of the Exchange Act were met on a timely basis by such persons.

ITEM 10.  EXECUTIVE COMPENSATION.

         The following table sets forth information  regarding  compensation for
services  in all  capacities  to the Company  for the three  fiscal  years ended
February 28, 2003 of the Company's Chief Executive Officer. No executive officer
of the Company received total annual salary and bonus exceeding  $100,000 in any
of such years.






















                                       2
<PAGE>

     Name and                     Annual Compensation        All Other
Principal Position      Year     Salary          Bonus     Compensation(1)
------------------      ----     ------          -----     ---------------

Sandra Pautsky          2003   $ 85,000        $  7,083        $ 204
President and           2002     85,000           7,083          204
 Principal Executive    2001     85,000           7,083          204
 Officer
-------------------

(1) All other compensation consisted of Company paid life insurance premiums.

         The  Company  does  not  have  employment  agreements  with  any of its
executive officers, has no material bonus,  profit-sharing or stock option plans
or pension or retirement benefits. The Company has a group health insurance plan
which it makes  available  to all  employees  of the  Company  and their  family
members on a  non-discriminatory  basis.  Pursuant to such plan, $25,000 in life
insurance  benefits  are provided  for all  employees  of the Company,  with the
amount of such benefits provided decreasing as certain age levels are reached.

         Executive officers of the Company who are also directors do not receive
any fee or remuneration for services as members of the Board of Directors. Randy
Camp, the one director who is not an employee of the Company, received an annual
fee of $3,000 for serving as a director in the fiscal  year ended  February  28,
2003.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

         The  following  table shows the  beneficial  ownership of the Company's
common stock as of June 9, 2003 by: (i) each person known by the  management  of
the Company to own more than 5% of the Company's  outstanding common stock; (ii)
each  executive  officer and  director;  and (iii) the  executive  officers  and
directors of the Company as a group.


Name and Address                         Amount                Percent
      of                              Beneficially                of
Beneficial Owner                         Owned                  Class
----------------                         -----                  -----

Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302            3,045,323(1)              69.84%



                                       3
<PAGE>



Name and Address                         Amount                Percent
      of                              Beneficially                of
Beneficial Owner                         Owned                  Class
----------------                         -----                  -----

Estate of Noel Pautsky,
  Deceased
4613 Jacksboro Highway
Wichita Falls, Texas 76302              696,091                 15.96

Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302              908,247                 20.83

Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302              700,000                 16.05

Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252                256,700                  5.89

Danny Croker                               -                       -

Randy Camp                                  100                    *

Carol J. Cooper                            -                       -

Executive officers and
directors as a group
(four persons)                        3,045,423(2)              69.84

--------------------------

* Represents less than 1% of outstanding common stock.



(1)      Includes:  (i)  740,985  shares  owned  directly by Ms.  Pautsky;  (ii)
         696,091 shares owned by the Estate of Noel Pautsky, Deceased (the "Noel
         Pautsky  Estate"),  of which Ms. Pautsky is the Independent  Executrix;
         (iii)  700,000  shares  owned by the Noel  Pautsky  Trust of which  Ms.
         Pautsky is the Trustee and one of four beneficiaries;  and (iv) 908,247
         shares owned by the Flem Noel Pautsky,  Jr. Trust, of which Ms. Pautsky
         is the Trustee.  Ms. Pautsky disclaims any beneficial  ownership of the
         shares owned by the Noel Pautsky  Estate and the Noel Pautsky  Trust in
         excess of 90,698 and 175,000  shares,  respectively.  Ms.  Pautsky also
         disclaims any beneficial ownership of the shares owned by the Flem Noel
         Pautsky, Jr. Trust.

(2)      Includes all shares beneficially owned by Sandra Pautsky, Danny Croker,
         Randy Camp and Carol J. Cooper.


                                       4
<PAGE>

         The Company does not have any securities  authorized for issuance under
equity compensation plans.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Sandra Pautsky is an executive  officer,  director and beneficial owner
of in excess of 5% of the Company's  outstanding common stock. In addition,  the
Noel Pautsky Estate, the Flem Noel Pautsky, Jr. Trust and the Noel Pautsky Trust
are the beneficial owners of in excess of 5% of the Company's outstanding common
stock.

         Ms. Pautsky,  the Noel Pautsky Estate, the Flem Noel Pautsky, Jr. Trust
and the Noel Pautsky  Trust each own undivided  working  interests in certain of
the oil and gas leases in the North Texas area in which the Company also owns an
undivided working interest and of which the Company serves as the operator.  The
Noel Pautsky Estate also owns an undivided  working  interest in the oil and gas
leases in Miller County, Arkansas in which the Company owns an undivided working
interest. In accordance with standard operating procedures,  the Company submits
joint  interest  billings to such  related  parties  and the other  unaffiliated
working  interest  owners in the  properties  which the  Company  operates  on a
monthly basis for their respective  pro-rata shares of the costs incurred on the
properties  and the  Company's  fee for  serving as operator  for the  preceding
month. In addition,  Exlco, Inc.  ("Exlco"),  100% of whose outstanding stock is
owned by Danny Croker, an executive officer and director, is allocated and bears
a portion  of the  Company's  office  rent and  supplies  and bills the  Company
periodically  for costs  incurred on the Company's  behalf,  which  billings are
offset against the Company's billings to Exlco.

         At February 28, 2001, Ms. Pautsky,  the Noel Pautsky  Estate,  the Flem
Noel Pautsky,  Jr. Trust,  the Noel Pautsky Trust and Exlco had accounts payable
to the  Company,  representing  their  then  unpaid  joint  interest  and  other
billings,  aggregating  $1,114.  During the two fiscal years ended  February 28,
2003,  the Company  submitted  monthly joint interest and other billings to such
five parties totaling $45,089, and such parties paid the Company an aggregate of
$42,837  with  respect  to such joint  interest  and other  billings,  leaving a
balance of $3,366 owed by the five  parties to the Company at February 28, 2003.
The Company is following the same  operating  procedures  outlined  above in the
fiscal year ending February 29, 2004.


















                                       5
<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused this  Amendment No. 1 to report to be signed on its behalf by
the undersigned, thereunto duly authorized.


OAKRIDGE ENERGY, INC.



By /s/ Sandra Pautsky
  -------------------------
  Sandra Pautsky, President

DATE: June 16, 2003


         In accordance with the Exchange Act, this Amendment No. 1 to report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.



By  /s/ Sandra Pautsky                     By  /s/ Carol J. Cooper
   --------------------------                ---------------------------
   Sandra Pautsky, President                 Carol J. Cooper, Principal
     (Principal Executive                      Financial Officer and
     Officer) and Director                     Accounting Officer

DATE: June 16, 2003                        DATE: June 16, 2003




By  /s/ Danny Croker                       By /s/ Randy Camp
   --------------------------                ---------------------------
   Danny Croker, Director                    Randy Camp, Director


DATE: June 16, 2003                        DATE: June 16, 2003











                                       6
<PAGE>

                                  CERTIFICATION


         I,  Sandra  Pautsky,  President  and  Principal  Executive  Officer  of
Oakridge Energy, Inc. certify that:

         1. I have  reviewed  this  annual  report on Form  10-KSB  of  Oakridge
Energy, Inc.;

         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 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.


Date: June 16, 2003                          By  /s/ Sandra Pautsky
                                                --------------------------------
                                                Sandra Pautsky, President and
                                                  Principal Executive Officer
                                                  of Oakridge Energy, Inc.


<PAGE>

                                  CERTIFICATION


         I, Carol J. Cooper,  Principal  Financial  Officer of Oakridge  Energy,
Inc. certify that:

         1. I have  reviewed  this  annual  report on Form  10-KSB  of  Oakridge
Energy, Inc.;

         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 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.


Date: June 16, 2003                          By /s/ Carol J. Cooper
                                               ---------------------------------
                                               Carol J. Cooper, Principal
                                                 Financial Officer of
                                                 Oakridge Energy, Inc.