<PAGE>   1
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                               FORM 10-QSB/A NO. 1
(Mark One)

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

                  For the quarterly period ended May 31, 1998.

     [ ]         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.
        (Exact name of small business issuer as specified 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)

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

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 [ ]


The number of shares outstanding of each of the issuer's classes of common
equity, as of May 31, 1998: Common Stock, $.04 par value 4,839,509 shares

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

<PAGE>   2


ITEM 1. FINANCIAL STATEMENTS.

                              Oakridge Energy, Inc.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                     As of              As of
                                                                                February 28, 1998    May 31, 1998
                                                                                -----------------    ------------
Current assets:                                                                                       (Unaudited)
<S>                                                                                 <C>              <C>         
    Cash and cash equivalents                                                       $    877,006     $    155,936
    Trade accounts receivable                                                            386,353          209,776
    Other accounts receivable                                                                  0        3,091,182
    Investment securities                                                              1,637,047        1,358,009
    Deferred tax asset                                                                    81,729          161,589
    Prepaid expenses and other                                                            36,117           32,137
                                                                                    ------------     ------------
              Total current assets                                                     3,018,252        5,008,629
                                                                                    ------------     ------------

Investment securities                                                                    326,667          225,281

Oil and gas properties, at cost using the successful efforts method of
      accounting, net of accumulated depletion and depreciation of
      $3,863,223 on February 28, 1998 and $3,450,190 on May 31, 1998                   3,734,904        2,878,725

Coal and gravel properties, net of accumulated depletion and depreciation
     of $8,347,878 on February 28, 1998 and $8,351,337 on May 31, 1998                   388,233          384,927

Real estate held for development                                                       2,474,309        2,608,189

Other property and equipment, net of accumulated depreciation
     of $647,603 on February 28, 1998 and $656,652 on May 31, 1998                       188,876          207,561

Other assets                                                                           1,272,354        1,216,398
                                                                                    ------------     ------------
                                                                                    $ 11,403,595     $ 12,529,710
                                                                                    ============     ============

                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                $    281,209     $    237,427
    Accrued expenses                                                                      53,687           68,942
    Other liabilities                                                                      5,507          534,406
                                                                                    ------------     ------------
              Total current liabilities                                                  340,403          840,775

Deferred Federal income taxes                                                            722,299          549,534
                                                                                    ------------     ------------
              Total liabilities                                                        1,062,702        1,390,309
                                                                                    ------------     ------------

Stockholders' equity:
    Common stock, $.04 par value, 20,000,000
        shares authorized, 10,157,803 shares issued                                      406,312          406,312
    Additional paid-in capital                                                           805,092          805,092
    Retained earnings                                                                 17,599,170       18,469,617
    Unrealized loss on investment securities
         available for sale, net of income taxes                                        (100,993)         (70,231)
    Less treasury stock, at cost, 5,286,194 shares on February 28, 1998
      and 5,318,294 on May 31, 1998                                                   (8,368,688)      (8,471,389)
                                                                                    ------------     ------------
                   Total stockholders' equity                                         10,340,893       11,139,401
                                                                                    ------------     ------------

                                                                                    $ 11,403,595     $ 12,529,710
                                                                                    ============     ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       1
<PAGE>   3

    
                              Oakridge Energy, Inc.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
     
<TABLE>
<CAPTION>
                                                               For 3 Months    For 3 Months
                                                                  Ended           Ended
                                                               May 31, 1997    May 31, 1998
                                                               ------------    ------------
<S>                                                             <C>             <C>        
Revenues;
     Oil and gas                                                $   898,975     $   405,711
     Gravel                                                          10,342          17,475
     Other                                                           10,650          10,650
                                                                -----------     -----------
          Total revenues                                            919,967         433,836
                                                                -----------     -----------

Operating expenses:
     Oil and gas                                                    566,782         365,026
     Coal and gravel                                                 24,376          29,874
     Real estate development                                         16,514          36,261
     General and administrative                                     128,696         142,020
                                                                -----------     -----------
          Total operating expenses                                  736,368         573,181
                                                                -----------     -----------

          Income (loss) from operations                             183,599        (139,344)
                                                                -----------     -----------

Other income (expense):
     Interest and dividend income                                    50,495          41,334
     Interest expense                                                (3,607)              0
     Gain on sale of oil and gas properties                               0       1,504,073
     Other, net                                                       9,683         (97,730)
                                                                -----------     -----------
          Total other income                                         56,571       1,447,677
                                                                -----------     -----------

          Income before income taxes                                240,170       1,308,332
                                                                -----------     -----------

Income tax expense                                                   86,234         437,885
                                                                -----------     -----------

          Net income                                            $   153,936     $   870,447
                                                                ===========     ===========

          Income per common share                               $      0.03     $      0.18
                                                                ===========     ===========

Weighted average shares outstanding                               5,031,577       4,852,172
                                                                ===========     ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.



                                       2
<PAGE>   4

                              Oakridge Energy, Inc.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  For 3 Months    For 3 Months
                                                                                     Ended           Ended
                                                                                  May 31, 1997    May 31, 1998
                                                                                  ------------    ------------
<S>                                                                                 <C>           <C>        
Cash flows from operating activities:
    Net income                                                                      $ 153,936     $   870,447
    Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depletion and depreciation                                                   231,204         149,608
         Accretion on investment securities, net                                       (4,648)         (2,449)
         Gain on sale of oil and gas properties                                             0      (1,470,896)
         Gain on sale of other property and equipment                                 (19,000)              0
         Gain on sale of other assets                                                       0         (33,177)
         Deferred federal income taxes                                                 45,000        (245,758)
         Other than temporary loss on investment securities                                           106,769
         Net changes in assets and liabilities:
            Trade accounts receivable                                                 190,706         176,577
            Prepaid expenses and other current assets                                  10,037           3,980
            Accounts payable                                                           95,677         (43,782)
            Federal income tax payable                                                      0         528,899
            Accrued expenses                                                           (2,523)         15,255
                                                                                    ---------     -----------
               Net cash provided by operating activities                              700,389          55,473
                                                                                    ---------     -----------

Cash flows from investing activities:
    Additions to oil and gas properties                                              (513,746)       (797,457)
    Additions to real estate held for development                                     (91,472)       (137,048)
    Additions to other property and equipment                                               0         (27,734)
    Increase in other assets                                                          (29,888)        (12,959)
    Proceeds from sale of oil and gas properties                                       11,601               0
    Proceeds from sale of other property and equipment                                 19,000               0
    Purchases of investments available for sale                                      (152,156)              0
    Maturities of investments available for sale                                            0         300,000
    Principal payments received on notes receivable                                     1,155           1,356
                                                                                    ---------     -----------
               Net cash used in investing activities                                 (755,506)       (673,842)
                                                                                    ---------     -----------

Cash flows from financing activities:
    Other liabilities                                                                 351,618               0
    Purchases of treasury stock                                                      (273,644)       (102,701)
                                                                                    ---------     -----------
               Net cash provided by (used in) financing activities                     77,974        (102,701)
                                                                                    ---------     -----------

Net increase (decrease) in cash and cash equivalents                                   22,857        (721,070)

Cash and cash equivalents at beginning of period                                      195,631         877,006
                                                                                    ---------     -----------

Cash and cash equivalents at end of period                                          $ 218,488     $   155,936
                                                                                    =========     ===========

Supplemental disclosures of cash flow information:
    Interest paid                                                                   $   3,198     $      --
    Income taxes paid                                                               $  41,234     $   149,839
    Recognition in Stockholders' Equity of the net unrealized holding loss on 
         available for sale securities of $56,180, net of tax effect of $28,941
         during the quarter ended May 31, 1997 and $15,771, net of tax effect
         of $8,125 during the quarter ended May 31, 1998.
</TABLE>


The accompanying notes are an integral part of these financial statements.
 

                                       3
<PAGE>   5



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


         The following discussion should be read in conjunction with Items 6 and
7 of the Company's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 1998 and the Notes to Condensed Financial Statements contained in
this report.

RESULTS OF OPERATIONS

         The Company had net income of $870,447 ($.18 per share) in the three
months ended May 31, 1998 compared to net income of $153,936 ($.03 per share)
during the three months ended May 31, 1997. The reason for the increase in net
income and the Company's profitability during the 1998 period was an approximate
$1,504,100 gain realized on the sale of the Company's Limestone County, Texas
gas property to Mitchell Energy Corporation.

         Oil and gas revenues declined approximately $493,300 (54.9%) in the
three months ended May 31, 1998 due to the absence of any production from the
Limestone County, Texas gas property which was sold effective as of the first
day of the period, a decline in production from the Company's Madison County,
Texas oil property and a substantial decline in the Company's average oil price
received. The Limestone County, Texas gas property contributed approximately
$165,300 to revenues during the three months ended May 31, 1997 but none in the
1998 period. Revenues from the Company's Madison County, Texas property
decreased approximately $309,900 during the 1998 period. The Company produced
approximately 7,900 fewer barrels of oil from the property in the 1998 period,
primarily due to the decision of the operator of the property to restrict
production voluntarily as a result of low oil prices. The average oil price
received by the Company for the property's production declined approximately
$6.89 per barrel (35.4%) from that received in the 1997 period. Overall, the
Company's average oil price received fell approximately $6.74 per barrel
(34.9%). The Company is uncertain when oil prices may recover but believes it is
unlikely to occur during the Company's current fiscal quarter ending August 31,
1998.

         Gravel revenues increased approximately $7,100 (69.0%) in the 1998
period due to a higher level of gravel sales from the Company's Colorado
property. Rentals received by the Company from the property were the same in
both periods.


                                       4
<PAGE>   6



         The expenses of the Company's oil and gas operations declined
approximately $201,800 (35.6%) in the three months ended May 31, 1998 as lower
dry hole costs, depletion and depreciation expense and production taxes more
than offset higher lease operating and geological and geophysical expenses and
increased ad valorem taxes. Dry hole costs declined approximately $135,500
(79.0%) as the Company participated in only one gross (.17 net) unsuccessful
exploratory well in the 1998 period as compared to two gross (.45 net) such
wells in the 1997 period. In addition, the total cost attributable to the
Company's interest in the 1998 dry hole was substantially less than the cost of
its interests in the 1997 dry holes. Depletion and depreciation expense declined
approximately $86,300 (39.2%) and production taxes fell approximately $18,300
(46.8%) in the 1998 period due to the absence of any such expense and taxes from
the Company's Limestone County, Texas gas property sold effective as of the
start of the period and lower oil and gas revenues received from the remainder
of the Company's properties. The higher lease operating expense and ad valorem
taxes in the 1998 period were mainly associated with the Company's Madison
County, Texas oil property.

         The expenses of the Company's coal and gravel operations increased
approximately $5,500 in the three months ended May 31, 1998 primarily due to
higher engineering expense associated with reclamation of a portion of the land
in the coal permit area. Real estate development expense increased approximately
$19,700 in the 1998 period. Heavy equipment repair expense comprised
approximately $12,700 of the total increase, but most other categories of such
expense also increased due to the higher level of activity in the 1998 period on
the golf course the Company is building on approximately 170 acres of the 2,020
acres of land owned by it in La Plata County, Colorado.

         General and administrative expense increased approxi- mately $13,300 in
the 1998 period primarily due to a difference in the timing of the payment of
approximately $12,200 in fees for renewing letters of credit supporting land
reclamation bonds required for the Company's coal and gravel permits in
Colorado. Higher computer and miscellaneous expenses in the 1998 period were
offset by lower independent petroleum engineering firm and tax accounting
expenses.

         The Company received approximately $2,990,400 in proceeds from the sale
of its Limestone County, Texas gas property. The approximate $1,504,100 gain
realized on such sale, which is included in other income (expense) in the
Company's Condensed Statements of Operations, was the reason for the 




                                       5
<PAGE>   7

increase in net income and the Company's profitability in the three months ended
May 31, 1998 as the Company incurred an approximate $139,300 loss from
operations during such period. Interest and dividend income declined
approximately $9,200 (18.1%) in the 1998 period due to the lower level of funds
the Company had invested compared to the 1997 period. The effect of the decline
in such income was partially offset by the absence of any interest expense for
the Company in the 1998 period. The Company incurred $3,607 of such expense in
the 1997 period. Other income (expense), net declined approximately $97,700 in
the 1998 period due to an approximate $106,800 writedown of the carrying value
of the Company's investment in an equity security, which was made following a
further decline in the fair value of the security from February 28, 1998.

         The Company's provision for income taxes increased approximately
$351,700 in the 1998 period due to the higher level of pre-tax income resulting
from the sale of the Limestone County, Texas property.

         The Company's weighted average shares outstanding declined
approximately 3.6% at May 31, 1998 as compared to May 31, 1997 due to share
purchases made by the Company from June 1, 1997 through May 31, 1998. Purchases
during that time frame totaled 149,800 shares, 20,000 of which were made from
affiliates. The balance of the shares purchased by the Company was from
unaffiliated shareholders.

FINANCIAL CONDITION AND LIQUIDITY

         During the first quarter of fiscal 1999, the Company's investing
activities and financing activities (solely purchases of the Company's common
stock) used approximately $673,800 and $102,700 in funds, respectively. The
Company's operating activities provided approximately $55,400 in funds,
resulting in a net decrease in cash and cash equivalents at the end of the
period of approximately $721,100. Principal investing activities using funds
during the quarter were additions to the Company's oil and gas properties and
real estate held for development. At May 31, 1998, the Company had no
indebtedness and held investment securities aggregating approximately
$1,583,300.

         The Company expects to fund its contemplated operations during the
remainder of fiscal 1999 from a combination of the cash flow from its oil and
gas properties and sales or maturities of a portion of its investment securities
available for sale or margin account borrowings against their value.



                                       6
<PAGE>   8


                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this Amendment A No. 1 to report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                             OAKRIDGE ENERGY, INC.
                                              (Registrant)



DATE:  August 10, 1998                        By /s/ Sandra Pautsky
                                               ----------------------------
                                               Sandra Pautsky, President
                                               and Chief Financial Officer





<PAGE>   9


                                INDEX TO EXHIBITS

         The exhibits filed herewith are filed in accordance with the
requirements of Item 601 to Regulation S-B for filings on Form 10-QSB. For
convenient reference, each exhibit is listed according to the number assigned to
it in the Exhibit Table of such Item 601.

<TABLE>
<S>                                <C>                                                                               
                  (2)      -        Plan of acquisition, reorganization, arrangement, liquidation or
                                    succession - not applicable.

                  (3)      -        (i) Articles of Incorporation - not applicable.
                                    (ii) Bylaws - not applicable.

                  (4)      -        Instruments defining the rights of security holders,
                                    including indentures - not applicable.

                  (10)     -        Material contracts - not applicable.

                  (11)     -        Statement re computation of per share earnings - not applicable.

                  (15)     -        Letter on unaudited interim financial information - not applicable.

                  (18)     -        Letter on change in accounting principles - not applicable.

                  (19)     -        Reports furnished to security holders - not applicable.

                  (22)     -        Published report regarding matters submitted to vote - not
                                    applicable.

                  (23)     -        Consents of experts and counsel - not applicable.

                  (24)     -        Power of Attorney - not applicable.

                  (27)     -        Financial Data Schedule - filed herewith.

                  (99)     -        Additional exhibits - not applicable.
</TABLE>