SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

(Mark One)
[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, 1998 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934 [No Fee Required] for the transition period from ____ to ____
Commission file number 0-21811

                            QUINTESSENCE OIL COMPANY
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Wyoming                                            83-0317306
-------------------------------------------------     --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

        4424 Skylane Avenue, P. O. Box 112
        Riverton, WY                                       82501
-------------------------------------------------     --------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's Telephone Number, including area code:        (307) 856-0375
                                                   -----------------------------

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, $0.00001 par value
                        --------------------------------
                                (Title of Class)

        Indicate by check mark whether the  Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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

        The aggregate market value of the voting stock held by non-affiliates of
the  Registrant as of March 19, 1998 computed by reference to the average of the
bid and asked prices for the  Registrant's  common stock as reported by National
Quotation Bureau on Pink Sheets for the week then ended, was $-0-.

               Class                           Outstanding at March 19, 1999
---------------------------------------     ------------------------------------
     Common Stock, $0.00001 par value                1,000,000 shares

Documents incorporated by reference:   None

Indicate by check mark if disclosure of delinquent filers,  pursuant to Item 405
of Regulation S-K is not contained herein and will not 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-K or any amendment to this
Form 10-K. [ ]


<PAGE>



                                     PART I

ITEM 1.        BUSINESS

General

        Quintessence  Oil  Company  (the  "Company")  is  a  development   stage
enterprise  formed under the laws of the State of Wyoming on June 26, 1996,  for
the purpose of purchase, developing and operating oil and gas leases.

        The Company has acquired one  undeveloped  oil and gas lease and intends
to acquire  additional  leases  prior to  deciding  where to  initiate  drilling
operations.

SELECTION OF TARGET AREAS FOR ACQUISITION

        The Company's  proposed plans call for it to consider several factors in
choosing a region for  acquisition  of oil and gas  leases.  First,  the Company
considers  those  regions  in  which  one or more  of its  management  or  other
technical  personnel  have field of  experience.  The Company  anticipates  that
additional  prospects  to be acquired  will be located  within  Wyoming.  At the
present time the Company has not targeted any  additional oil and gas leases for
acquisition.  The company intends to acquire  additional oil and gas leases from
other oil and gas companies.

        The Company will  determine  which leases it is  interested in acquiring
based upon the analysis of technical and production  data, on site  verification
of any well equipment and production  capability,  and verification of ownership
of lease hold  rights.  Further,  the  Company  intends  upon  diversifying  its
production portfolio with respect to both reservoir  production  characteristics
and to market access.  The Company believes that the overall effect of these two
unrelated  characteristics  is to  significantly  lower the overall  risk of the
Company strategy.

GEOLOGICAL AND GEOPHYSICAL TECHNIQUES

        The Company may employ detailed geological  interpretation combined with
advanced seismic  exploration  techniques to identify the most promising leases.
Geological interpretation is based upon data recovered from existing oil and gas
wells in an area and other sources.  Such  information is either  purchased from
the company that drilled the wells or becomes  public  knowledge  through  state
agencies after a period of years.  Through  analysis of rock types,  fossils and
the electrical and chemical  characteristics  of rocks from existing wells,  the
Company can construct a picture of rock layers in the area. Further, the Company
will have access to the logs from the existing  operating wells which will allow
the Company to  extrapolate a decline curve and make an estimation of the number
of recoverable barrels of oil existing beneath a particular lease.

        The Company has not purchased, leased, or entered into any agreements to
purchase or lease any of the  equipment  necessary to conduct the  geological or
geophysical  testing  referred  to  herein  and will  only be able to do so upon
raising additional capital through loans or the sale of equity securities.


                                        2

<PAGE>



MARKET FOR OIL AND GAS PRODUCTION

        The market for oil and gas production is regulated by both the state and
federal governments. The overall market is mature and with the exception of gas,
all producers in a producing  region will receive the same price.  The major oil
companies  will  purchase all crude oil offered for sale at posted field prices.
There are price  adjustments  for quality  difference  from the Bench Mark.  Oil
sales are  normally  contracted  with a gatherer who will pick-up the oil at the
well site. In some instances there may be deductions for transportation from the
well head to the sales point.  At this time the majority of crude oil purchasers
do not charge  transportation  fees,  unless the well is outside  their  service
area. The oil gatherer will usually handle all check  disbursements  to both the
working  interest and royalty  owners.  The Company  will be a working  interest
owner.  By being a working  interest  owner,  the Company is responsible for the
payment  of its  proportionate  share of the  operating  expenses  of the  well.
Royalty owners and over-riding  royalty owners receive a percentage of gross oil
production  for  the  particular  lease  and  are not  obligated  in any  manner
whatsoever to pay for the costs of operating the lease. Therefore,  the Company,
in most instances, will be paying the expenses for the oil and gas revenues paid
to the royalty and over-riding royalty interests.

        Gas sales are by contract.  The gas purchaser will pay the well operator
100% of the sales  proceeds on or about the 25th of each and every month for the
previous  months  sales.   The  operator  is  responsible  for  all  checks  and
distributions to the working  interest and royalty owners.  There is no standard
price for gas.  Prices will  fluctuate  with the seasons and the general  market
conditions.  It is the  Company's  intention  to utilize  this  market when ever
possible in order to maximize  revenues.  The Company  does not  anticipate  any
significant change in the manner production is purchased,  however, no assurance
can be given at this time that such changes will not occur.

ACQUISITION OF FUTURE LEASES

        The  principal  activity  for  the  Company  in the  future  will be the
acquisition  of producing  oil and gas leases.  The  acquisition  process may be
lengthy because of the amount of  investigation  which will be required prior to
submitting a bid to a major oil company.  Verification  of each property and the
overall acquisition process can be divided into three phases, as follows:

        Phase 1. Field identification.  In some instances the seller will have a
formal divestiture  department that will provide a sales catalog of leases which
will be available for sale.  Review of the technical  filings made to the states
along with a review of the regional geological relationships, released well data
and the production history for each lease will be utilized. In addition a review
of the  proprietary  technical  data in the  sellers  office  will  be made  and
calculation of a bid price for the field.

        Phase 2. Submission of the Bid. Each bid will be made subject to further
verification of production capacity, equipment condition and status, and title.

        Phase 3. Closing. Final price negotiation will take place. Cash transfer
and issuance of title opinions. Tank gauging and execution of transfer orders.


                                        3

<PAGE>



        After closing has occurred,  the newly acquired  property will be turned
over to the Company for possible work-overs or operational changes which will in
the Company's estimation increase each well's production.

        In connection with the acquisition of an oil and gas lease for work-over
operations, the Company is able to assume 100% ownership of the working-interest
and  surface  production  equipment  facilities  with only  minor  expenses.  In
exchange  for an  assignment  of the  lease,  the  Company  agrees to assume the
obligation to plug and abandon the well in the event the Company determines that
reworking operations are either to expensive or will not result in production in
paying  quantities.  The cost of  plugging a well can run from $500 to  $15,000,
depending on the condition of the well. The Company believes that the obligation
to plug an existing well will in no way  jeopardize its  operations,  and in the
long run is economically  worth the risk involved  compared with the possibility
of acquiring  existing  production.  Utilizing these systems the Company will be
able to acquire  oil and gas leases  from large and small oil and gas firms with
little costs. The Company also believes that it may be able to plug the wells in
question,  at no cost to the Company,  in exchange for the production tubing and
casing which will be removed during the plugging process.

        Several major oil companies  have recently  placed  numerous oil and gas
properties  out for  competitive  bidding.  The Company  currently does not have
sufficient  revenues or funds available to it to make a bid for such properties.
The Company  intends to raise  additional  capital  through loans or the sale of
equity  securities  in  order  to have  sufficient  funds to make a bid for such
properties.  There is no assurance  that the Company will raise such  additional
capital and if the Company is unable to raise such capital, it may have to cease
operations. At the present time, the Company has not identified any specific oil
and gas leases  which it  intends to acquire  and will only be able to make such
determination upon raising said capital.

NET PRODUCTION

        As of the date hereof, the Company has acquired a 100% working interest,
in  one  non-  producing  oil  and  gas  lease.  See  "Item  2.  Description  of
Properties."

COMPETITION

        The  oil  and  gas  industry  is  highly   competitive.   The  Company's
competitors   and  potential   competitors   include  major  oil  companies  and
independent  producers of varying sizes of which are engaged in the  acquisition
of producing  properties and the exploration and development of prospects.  Most
of the  Company's  competitors  have  greater  financial,  personnel  and  other
resources than does the Company and therefore have a greater  leverage to use in
acquiring prospects,  hiring personnel and marketing oil and gas. Accordingly, a
high degree of competition in these areas is expected to continue.

GOVERNMENTAL REGULATION

        The  production  and sale of oil and gas is  subject  to  regulation  by
state,  federal  and  local  authorities.  In most  areas  there  are  statutory
provisions regulating the production of oil and natural

                                        4

<PAGE>



gas under which  administrative  agencies may set allowable  rates of production
and  promulgate  rules in connection  with the operation and  production of such
wells,  ascertain and determine the reasonable market demand of oil and gas, and
adjust allowable rates with respect thereto.

        The sale of liquid  hydrocarbons was subject to federal regulation under
the Energy  Policy and  Conservation  Act of 1975 which  amended  various  acts,
including the Emergency Petroleum  Allocation Act of 1973. These regulations and
controls included mandatory  restrictions upon the prices at which most domestic
crude oil and various  petroleum  products could be sold. All price controls and
restrictions on the sale of crude oil at the wellhead have been withdrawn. It is
possible,  however,  that such controls may be reimposed in the future but when,
if ever,  such  reimposition  might occur and the effect  thereof on the Company
cannot be predicted.

        The sale of certain categories of natural gas in interstate  commerce is
subject to  regulation  under the Natural Gas Act and the Natural Gas Policy Act
of 1978  ("NGPA").  Under the NGPA, a  comprehensive  set of  statutory  ceiling
prices applies to all first sales of natural gas unless the gas is  specifically
exempt from regulation (i.e.,  unless the gas is "deregulated").  Administration
and  enforcement  of the NGPA ceiling  prices are delegated to the FERC. In June
1986, the FERC issued Order No. 451, which, in general, is designed to provide a
higher  NGPA  ceiling  price for certain  vintages  of old gas. It is  possible,
though unlikely,  that the Company may in the future acquire significant amounts
of natural gas subject to NGPA price regulations and/or FERC Order No. 451.

DEPRESSIVE NATURE OF PETROLEUM INDUSTRY

        Because of the depressed nature of the oil and gas business, the Company
is considering abandoning its oil and gas business.

COMPANY'S OFFICE

        The  Company's  offices are located at 4424  Skylane  Avenue,  Riverton,
Wyoming 82501. Due to the limited  operations and minimal  expenses  incurred by
the Company,  the office space and use of office  equipment is being  donated by
Nucor, Inc., a corporation operated by Nick Bebout, the Company's President.

EMPLOYEES

        The  Company  is a  development  stage  company  and  currently  has  no
employees other than its Officers and Directors.

ITEM 2.        PROPERTIES

        The Company owns one  undeveloped oil and gas lease,  more  particularly
described  as the S 1/2,  SW 1/4, SW 1/4 of Section 24 and the N 1/2, NE 1/4 and
the NE 1/4,  NW 1/4 of Section 33 all  located in  Township  37 North,  Range 91
West, 6th Prime Meridian  containing 140 acres more or less. The foregoing lease
has never produced oil or gas.


                                        5

<PAGE>



ITEM 3.        LEGAL PROCEEDINGS

        No  material  legal  proceedings  are  pending to which the Company is a
party or of which any of the Company' property is the subject matter. Further no
legal  proceedings are known to be contemplated by governmental  authorities and
no officer or director of the Company is a party to any litigation.

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

        No matters were submitted during the fourth quarter of the calendar year
covered by this report to a vote of security holders.

ITEM 5.        MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON
               EQUITY AND RELATED STOCKHOLDER MATTERS

        At December 31, 1998, the Company had 10  shareholders  of record of its
Common Stock.

        The Company has not paid any dividends  since its inception and does not
anticipate paying any dividends on its Common Stock in the foreseeable future.

        The Company's  securities  are traded  over-the-counter  on the Bulletin
Board operated by the National Association of Securities Dealers, Inc. under the
symbol  "QTSN."  The  Company's  Common  Stock began  trading  during the fourth
quarter of 1997 and as of the date of this  Report and for each  quarter  during
the most recently completed fiscal year the bid price was zero.

ITEM 6.        SELECTED FINANCIAL DATA

        The selected  financial data  presented  below has been derived from the
financial  statements of the Company.  The following  table  summarizes  certain
financial  information  and  should be read in  conjunction  with  "Management's
Discussion  and Analysis of Results of Operations  and Financial  Condition" and
the Financial Statements and related notes included elsewhere in this Statement.

Statement of Operations and Accumulated Deficit Data:

Income                              $   -
Net Loss                            $   (3,692)
Net Loss per Share                  $  (0.0037)

Balance Sheet Data:
Total Assets                        $    31,916
 Liabilities                        $   -
 Stockholders' equity               $    31,916



                                        6

<PAGE>



ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
               OPERATIONS AND FINANCIAL CONDITION

        The Company is considered to be in the  development  stage as defined in
Statement  of  Financial  Accounting  Standards  No. 7. There have been  limited
operations to date  consisting of raising capital and the acquisition of one oil
and gas lease.

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL COMPONENTS

        Net cash used in operating  activities was $2,192 for the year ended May
31, 1998.  During fiscal 1996, the Company sold  1,000,000  shares of its Common
Stock pursuant to Reg.504 of the Securities Act of 1933 (the "Act") to officers,
directors and others,  and raised $50,000. A portion of the foregoing funds were
used for organizational matters and to acquire one oil and gas lease.
The Company has $25,791 cash on hand as of December 31, 1998.

CAPITAL RESOURCES

        The primary  source of the Company's  capital  resources for fiscal 1999
will be cash on hand at December 31, 1998.

CAPITAL REQUIREMENTS

        The primary requirements for the Company's working capital during fiscal
1999 are expected to be the costs  associated  with  maintaining its oil and gas
lease, and general and administrative expenses.

RESULTS OF OPERATIONS

FISCAL 1998 COMPARED TO FISCAL 1997

        There were no revenues in fiscal 1998 or 1997.

        General and  administrative  expenses  decreased  by $467 from $2,559 in
fiscal 1997 to $2,192 in fiscal 1998.

        Operations  resulted in net loss of $3,692 or $.0037 per share in fiscal
1998 as compared to a net loss of $4,059 or $.0041 per share in fiscal 1997.


ITEM 8.   FINANCIAL STATEMENTS

        Financial  statements meeting the requirements of Regulation S-X for the
Company follow immediately.

                                        7

<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS




Board of Directors
Quintessence Oil Company, a Wyoming Corporation


We have  audited  the  balance  sheet of  Quintessence  Oil  Company,  a Wyoming
Corporation,  (A Development Stage Company) as of December 31, 1998 and 1997 and
the related statements of operations,  changes in stockholders'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Quintessence Oil Company,  a
Wyoming Corporation, (A Development Stage Company) at December 31, 1998 and 1997
and the results of its operations,  changes in stockholders'  equity and changes
in its cash flows for the years then ended in conformity with generally accepted
accounting principles.



                              /s/  Hocker, Lovelett, Hargens & Yennie, P.C.

                           Certified Public Accountants

Riverton, Wyoming
March 10, 1999


                                        8

<PAGE>



                            QUINTESSENCE OIL COMPANY
                              A Wyoming Corporation
                          (A Development Stage Company)


                                 BALANCE SHEETS
                           December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                     ASSETS

                                                           1998            1997
                                                           ----            ----
CURRENT ASSETS
<S>                                                      <C>             <C>    
    Cash                                                 $25,791         $27,983

PROPERTY AND EQUIPMENT
    Oil and gas working interest                           2,000           2,000

OTHER ASSETS (Note 1)
    Organization costs - net                               4,125           5,625
                                                         -------         -------

        Total Assets                                     $31,916         $35,608
                                                         =======         =======



<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                        <C>         <C>   
    None                                                   $   --      $   --

STOCKHOLDERS' EQUITY (Notes 1 and 2)
    Common Stock - $.00001 par value, 50,000,000
      shares authorized, 1,000,000 shares issued and
      outstanding                                                10          10

    Additional paid-in-capital                               42,490      42,490

    Retained earnings (deficit)                             (10,584)     (6,892)
                                                           --------    --------

        Total Liabilities and Stockholders' Equity         $ 31,916    $ 35,608
                                                           ========    ========


<FN>
                       See accompanying notes to financial statements.
</FN>
</TABLE>

                                        9

<PAGE>



                            QUINTESSENCE OIL COMPANY
                              A Wyoming Corporation
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
                 for the years ended December 31, 1998 and 1997

<TABLE>
<CAPTION>

                                                           1998            1997
                                                           ----            ----

INCOME
<S>                                                      <C>            <C>  
    None                                                 $  --          $  --

OPERATING EXPENSES
    General and administrative expenses                    2,192          2,559
    Amortization                                           1,500          1,500
                                                         -------        -------

NET INCOME (LOSS)                                        $(3,692)       $(4,059)
                                                         =======        =======

NET INCOME (LOSS) PER SHARE                              $(.0037)       $(.0041)
                                                         =======        =======


The Company is in the development stage and has not commenced operations.

<FN>
                 See accompanying notes to financial statements.
</FN>
</TABLE>

                                       10

<PAGE>



                            QUINTESSENCE OIL COMPANY
                              A Wyoming Corporation
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOW
                 for the years ended December 31, 1998 and 1997

<TABLE>
<CAPTION>

                                                           1998           1997
                                                           ----           ----

CASH FLOWS PROVIDED BY
    (USED IN) OPERATIONS
<S>                                                        <C>         <C>      
        Net loss                                           $ (3,692)   $ (4,059)
        Adjustments to reconcile net income to
          net cash provided by operating activities:
           Amortization                                       1,500       1,500
                                                           --------    --------
                                                             (2,192)     (2,559)
                                                           --------    --------

CASH FLOWS PROVIDED BY
    (USED IN) INVESTING ACTIVITIES
        None                                                   --          --


CASH FLOWS PROVIDED BY
    (USED IN) FINANCING ACTIVITIES
        None                                                   --          --


INCREASE (DECREASE) IN CASH                                  (2,192)     (2,559)

CASH BEGINNING OF PERIOD                                     27,983      30,542
                                                           --------    --------

CASH END OF PERIOD                                         $ 25,791    $ 27,983
                                                           ========    ========

Income taxes paid                                          $   --      $   --   
                                                           ========    ========

Interest paid                                              $   --      $   --   
                                                           ========    ========


<FN>
                 See accompanying notes to financial statements.
</FN>
</TABLE>

                                       11

<PAGE>



                            QUINTESSENCE OIL COMPANY
                              A Wyoming Corporation
                          (A Development Stage Company)


                 STATEMENT OF STOCKHOLDERS' EQUITY June 26, 1996
                      (Inception) through December 31, 1998
<TABLE>
<CAPTION>

                                                                  Additional    Retained
                                            Common Stock           Paid-in      Earnings
                                         Shares       Amount       Capital      (Deficit)
                                         ------       ------       -------      ---------
BALANCE
<S>                                    <C>            <C>        <C>          <C>    
    (Inception) June 26, 1996             --          $   --     $     --     $    --

ADD:
    Sale of 900,000 shares of
        common stock for
        $18,000 cash                   900,000             9       17,991          --

    Sale of 100,000 shares of
        common stock for
        $32,000 cash less
        $7,500 registration costs      100,000             1       24,449          --

Net (loss) for the period                                                        (2,833)
                                     ---------        ------     --------     ---------
BALANCE, December 31, 1996           1,000,000        $   10     $ 42,490     $  (2,833)

Net (loss) for the period                                                        (4,059)
                                     ---------        ------     --------     ---------
BALANCE, December 31, 1997           1,000,000        $   10     $ 42,490     $  (6,892)

Net (loss) for the period                                                        (3,692)
                                     ---------        ------     --------     ---------
BALANCE, December 31, 1998           1,000,000        $   10     $ 42,490     $ (10,584)
                                     =========        ======     ========     ==========

<FN>
                 See accompanying notes to financial statements.
</FN>
</TABLE>

                                       12

<PAGE>



                            QUINTESSENCE OIL COMPANY
                              A Wyoming Corporation
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

        Organization:
        -------------

        Quintessence  Oil Company was  incorporated on June 26, 1996,  under the
        laws of the State of  Wyoming.  The Company has adopted a year ending of
        December 31.

        The Company was organized to engage in the  development,  production and
        sale of oil and gas. Since its  inception,  the Company has been largely
        inactive and has conducted no significant operations.  The Company has a
        100% working interest in one undeveloped oil and gas lease.

        Because of the speculative nature of the Company,  there are significant
        risks which are summarized as follows:

             Newly formed company with no operating  history and minimal assets.

             Limited funds available for exploration and development.

             Conflict-of-interest,  as all employees  have  other  part-time  or
             full-time employment.

        The Company is considered to be in the  development  stage as defined in
        Statement of Financial  Accounting  Standards  No. 7. There have been no
        operations since incorporation.

        Summary of Significant Accounting Principles:
        ---------------------------------------------

        Registration and organization  costs will include fee payments for legal
        expenses  relating  to the  public  stock  offering.  The  offering  was
        successful,  and $7,500 of legal fees were charged to additional paid-in
        capital. The Company amortizes  registration and organization costs over
        60 months using the straight line method.



                                       13

<PAGE>



NOTE 2 - STOCKHOLDERS' EQUITY

        Public Stock Offering:
        ----------------------

        The Common Stock is being offered and sold pursuant to an exemption from
        registration  contained in Reg. 504 of the  Securities  Act of 1933,  as
        amended  (the  "Act").  Reg.  504  provides  that the  Company  can sell
        securities  with an aggregate  offering  price not exceeding  $1,000,000
        within a twelve month period  without  registration  with the Securities
        and Exchange Commission.

        The shares so issued  will be without  restriction  and may be resold in
        compliance  with the Act.  Applicable  state laws,  however,  may impose
        restrictions on sales and resales.  Pursuant to Reg. 504, the Company is
        not required to furnish any information to purchasers.


NOTE 3 - OFFICES AND EMPLOYEES

        The  Company's  office is  located  at 4424  Skylane  Avenue,  Riverton,
        Wyoming.

        The  Company  currently  has no  employees  other  than  certain  of its
        officers  and  directors  and does not  anticipate  a need to engage any
        full-time  employees  so long as it is seeking and  evaluating  business
        opportunities.  The Company has no retirement,  pension, profit sharing,
        or insurance plans covering its officers and directors.


NOTE 4 - INCOME TAXES

        The Company has incurred a net  operating  loss of $10,584  which can be
        carried  forward to future years.  The net operating  loss will begin to
        expire n the year 2012.

                                       14

<PAGE>





ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

        There have been no changes in and/or  disagreements  with the  Company's
independent public accountants.


                                    PART III


ITEM 10.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Officers and Directors
----------------------

Name                Age                Position
----                ---                --------

Nick Bebout          47                President, Treasurer and a member of the
                                       Board of Directors

Tom Kerr             65                Vice President and a member of the Board
                                       of Directors

Tom Swanson          46                Secretary and a member of the Board of
                                       Directors

        All directors hold office until the next annual meeting of  shareholders
or until  their  successors  have been  elected  and  qualified.  The  Company's
officers are elected by the Board of Directors at the annual  meeting after each
annual meeting of the Company's  shareholders and hold office until their death,
or until they resign or have been removed from office.

Nick Bebout - President, Treasurer and a member of the Board of Directors

        Mr.  Bebout is a founder,  President,  Treasurer  and a Directors of the
Company.  Since 1988,  Mr. Bebout has been a member of the Board of Directors of
U.S.  Energy,  Inc.,  a NASDAQ  traded  public  company  engaged in the minerals
industry. From January 1988 to August 1995, Mr. Bebout was President,  Treasurer
and a member of the Board of Directors  of S.W.  Financial  Corp.,  a Washington
blank check  corporation.  Since June 1984,  Mr.  Bebout has been  President  of
Nucor,  Inc., an oil, gas and mineral  exploration and development  corporation.
From January 1979 to December  1983,  Mr.  Bebout was Vice  President of Corkill
Drilling, a corporation which specialized in oil, gas and mineral exploration.


                                       15

<PAGE>



Thomas K. Kerr - Vice President and a member of the Board of Directors

        Mr.  Kerr is a  founder,  Vice  President  and a member  of the Board of
Directors  of the Company.  From January 1988 to August 1995,  Mr. Kerr was Vice
President,  Secretary  and a member of the Board of Directors of S.W.  Financial
Corp., a Washington blank check  corporation.  From August 1958 to January 1988,
Mr. Kerr was a sales  representative  with  Massachusetts  Mutual Life Insurance
Company,  Mr. Kerr was also a District Manager.  From January 1988 to June 1988,
Mr. Kerr was employed with Independent Insurance Agents & Brokers of Spokane and
Walla  Walla.   Washington.   Since  June  1988,  Mr.  Kerr  has  been  a  sales
representative with Guardian Life Insurance Company of America.

Tom Swanson - Secretary and a member of the Board of Directors

        Mr.  Swanson  is a  founder,  Secretary  and a  member  of the  Board of
Directors of the Company.  From July 1985 to the present,  Mr.  Swanson has been
exploration  manager for Farleigh Oil  Properties,  an  independent  oil company
based in Casper,  Wyoming.  Farleigh Oil  Properties is a privately held company
involved in oil field acquisition and exploration in seven Rocky Mountain states
and Texas. From November 1991 to the present,  Mr. Swanson has been the business
manager for Paradigm  Technologies,  LLC, located in Casper,  Wyoming.  Paradigm
Technologies  is a research  and  development  company  that  develops  downhole
sensory  instrumentation for oil well drilling applications.  From December 1990
to July 1995, Mr. Swanson was Vice President of Scientific Geochemical Services,
LLC, an oil field service company  specializing in exploration and environmental
geochemistry.  Scientific  Geochemical  Service was  located in Casper,  Wyoming
until it was sold in mid-1995.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.

        Section  16(a)  of the  Securities  and  Exchange  Act of 1934  requires
certain defined person to file reports of and changes in beneficial ownership of
a  registered  security  with the  Securities  and Exchange  Commission  and the
National  Association  of Securities  Dealers in  accordance  with the rules and
regulations  promulgated by the Securities and Exchange  Commission to implement
the  provisions  of  Section  16.  Under  the  regulatory  procedure,  officers,
directors  and persons who own more than ten percent of a registered  class of a
company's equity securities are also required to furnish the Company with copies
of all Securities 16(a) forms they filed.

        Based on review,  none of the officers and directors have filed Forms 3,
4 or 5 with the Securities and Exchange Commission.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

        Section  42:01  et al.  of the  Wyoming  Revised  Statutes  and  certain
provisions   of  the   Company's   Articles  of   Incorporation   under  certain
circumstances  provide for indemnification of the Company's Officers,  Directors
and  controlling  persons  against  liabilities  which  they  may  incur in such
capacities.  A summary of the  circumstances  in which such  indemnification  is
provided for is

                                       16

<PAGE>



contained herein, but this description is qualified in its entirety by reference
to the Company's Articles of Incorporation and to the statutory provisions.

        In general, any Officer, Director,  employee or agent may be indemnified
against expenses,  fines,  settlements or judgments arising in connection with a
legal  proceeding to which such person is a party, if that person's actions were
in good faith, were believed to the be in the Company's best interest,  and were
not  unlawful.  Unless  such  person is  successful  upon the  merits in such an
action, indemnification may be awarded only after a determination by independent
decision  of the  Board  of  Directors,  by legal  counsel,  or by a vote of the
shareholders,  that the applicable  standard of conduct was met by the person to
be indemnified.

        The circumstances  under which  indemnification is granted in connection
with an action  brought on behalf of the Company is generally  the same as those
set forth above;  however,  with  respect to such  actions,  indemnification  is
granted only with respect to expenses  actually  incurred in connection with the
defense  or  settlement  of the  action.  In  such  actions,  the  person  to be
indemnified  must have acted in good faith and in a manner believed to have been
in the Company's best interest, and have not been adjudged liable for negligence
or misconduct.

        Indemnification  may also be granted pursuant to the terms of agreements
which may be entered  in the future or  pursuant  to a vote of  shareholders  or
Directors.  The statutory  provision  cited above and the Company's  Articles of
Incorporation  also grant the power to the  Company  to  purchase  and  maintain
insurance  which  protects its Officers and  Directors  against any  liabilities
incurred in connection with their service in such a position,  and such a policy
may be obtained by the Company.


ITEM 11.       EXECUTIVE COMPENSATION

        The Company  anticipates  entering into  employment  agreements with its
officers in the near  future,  the terms of which are  undecided  at the present
time.  Directors do not receive compensation for their services as directors and
are not  reimbursed  for expenses  incurred in  attending  board  meetings.  The
Company has not paid any  salaries in 1998 and will not  initiate the payment of
salaries until it becomes profitable to do so.


ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT

        The  following  table sets forth as of March 15, 1999,  the Common Stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the Company's  Common Stock,  each director  individually and
all  officers  and  directors  of the  Company as a group.  Each person has sole
voting and  investment  power with  respect to the shares of Common Stock shown,
and all ownership is of record and beneficial.


                                       17

<PAGE>


<TABLE>
<CAPTION>

Name and address                               Number of             Percent
of owner                                        Shares              of Class
----------------                                ------              --------

Officers and Directors
----------------------

<S>                                            <C>                    <C>   
Nick Bebout                                    218,750                21.88%
1606 Major Avenue
Riverton, Wyoming 82501

Tom Kerr                                             0                 0.00%
P. O. Box 3973
Spokane, Washington 99220

Tom Swanson                                    175,000                17.50%
P. O. Box 3215
Casper, Wyoming 82601

All officers and                               393,750                39.38%
directors as a
group (3 persons)

<CAPTION>
Other Beneficial Holders
------------------------

<S>                                            <C>                    <C>   
Eli Bebout                                     118,750                11.88%
112 Big Bend
Riverton, Wyoming 82501

Bebout Family Trust [1]                         37,500                 3.75%
112 Big Bend
Riverton, Wyoming 82501

Bebout Land & Livestock, Co. [2]                37,500                 3.75%
112 Big Bend
Riverton, Wyoming 82501

John E. Orr and Linda E. Erkkila               175,000                17.50%
200 Columbine Drive
Casper, Wyoming 82604

Michael D. Zwickl                              195,000                19.50%
123 S. Durbin
Casper, Wyoming 82601

<FN>
[1] Eli Bebout,  the brother of Nick Bebout, is the Trustee of the Bebout Family
Trust.

[2] Eli Bebout,  the brother of Nick Bebout,  is the  President of Bebout Land &
Livestock, Co.
</FN>
</TABLE>

                                       18

<PAGE>



ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On July 2, 1996,  the Company  issued  900,000 shares of Common Stock to
the following  individuals and  corporations in  consideration of the payment of
$0.02 per share in cash.
<TABLE>
<CAPTION>

Name                                      Total Consideration    Shares Acquired
----                                      -------------------    ---------------

<S>                                            <C>                   <C>    
Eli Bebout                                     $ 2,000.00            100,000
112 Big Bend
Riverton, Wyoming 82501

Bebout Family Trust                            $   750.00             37,500
112 Big Bend
Riverton, Wyoming 82501

Bebout Land & Livestock Co.                    $   750.00             37,500
112 Big Bend
Riverton, Wyoming 82501

John E. Orr and Linda E. Erkkila               $ 3,500.00            175,000
200 Columbine Drive
Casper, Wyoming 82604

Tom Swanson                                    $ 3,500.00            175,000
P. O. Box 3215
Casper, Wyoming 82601

Michael D. Zwickl                              $ 3,500.00            175,000
137 North Beech
Casper, Wyoming 82601

Nick Bebout                                    $ 4,000.00            200,000
1606 Major Avenue
Riverton, Wyoming 82501

     TOTAL                                     $18,000.00            900,000
</TABLE>


                                       19

<PAGE>



        On October 9, 1996, the Company issued 100,000 shares of Common Stock to
the following  individuals and  corporations in  consideration of the payment of
$0.32 per share in cash.
<TABLE>
<CAPTION>

Name                                      Total Consideration    Shares Acquired
----                                      -------------------    ---------------

<S>                                            <C>                    <C>   
Eli Bebout                                     $ 6,000.00             18,750
112 Big Bend
Riverton, Wyoming 82501

Nick Bebout                                    $ 6,000.00            18,750
1606 Major Avenue
Riverton, Wyoming 82501

Bill Farleigh                                  $ 6,400.00             20,000
P. O. Box 3215
Casper, Wyoming 82602

Ken Freemole                                   $ 6,400.00             20,000
4831 Dexter
Casper, Wyoming 82609

Hayden Investments                             $   800.00              2,500
675 Fairview Drive
Suite 246
Carson City, Nevada 89701

Michael D. Zwickl                              $ 6,400.00             20,000
123 S. Durbin
Casper, Wyoming

     TOTAL                                     $32,000.00            100,000
</TABLE>

LEASE PURCHASE FROM EDWARD CALVERT

         On  November 6, 1996,  the  Company  acquired,  by  assignment,  a 100%
working  interest from Edward Calvert in and to an undeveloped oil and gas lease
between  the  United  States of  America  and  Edward D.  Calvert  covering  the
following described real property:

        S 1/2,  SW 1/4,  SW 1/4 of Section  24 and the N 1/2,  NE 1/4 and the NE
        1/4, NW 1/4 of Section 33 all  located in  Township  37 North,  Range 91
        West, 6th Prime Meridian containing 140 acres more or less.

        The  consideration  for the assignment of the foregoing lease was $2,000
which has been paid and a 5% overriding  royalty.  The foregoing lease has never
produced  oil  and/or  gas and there is no  assurance  that the lease  will ever
produce oil and/or gas or that the Company  will ever explore for oil and/or gas
on the foregoing lease. Mr. Calvert is Nick Bebout's brother-in-law.

                                       20

<PAGE>



                                     PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K.

(a)  Financial Statements are contained in Item 8.

(b)  Reports on Form 8-K

No reports on Form 8-K have been during the year ended December 31,1998.

(c)  Exhibits.

Exhibit
   No.     Description
--------   ------------

        The following  documents are  incorporated  herein by reference from the
Company's Form 10, file number  0-21811,  filed with the Securities and Exchange
Commission on December 3, 1996.

3.1        Articles of Incorporation.

3.2        Bylaws of the Company.

        The  following  documents  are filed as a part of this December 31, 1998
Form 10-K

27         Financial Data Schedule.



                                       21

<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.

                                           QUINTESSENCE OIL COMPANY
                                           (Company)


Date:   March 22, 1999                 By:   /s/   Nick Bebout       
                                           -------------------------------------
                                           NICK BEBOUT, President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.





Date:  March 22, 1999                  By:   /s/   Nick Bebout
                                           -------------------------------------
                                           NICK BEBOUT, Director, President
                                           and Treasurer


Date:  March 22, 1999                  By:   /s/   Tom Kerr
                                           -------------------------------------
                                           TOM KERR, Director and Vice President


Date: March 22, 1999                   By:  /s/   Tom Swanson
                                           -------------------------------------
                                           TOM SWANSON, Director and Secretary


                                       22

<PAGE>