SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended June 30, 1997                         File No. 0-09482

                           MYSTIQUE DEVELOPMENTS, INC.
           (Name of Small Business Issuer as Specified in its Charter)

         WYOMING                                       83-0246080
(State of other jurisdiction                        (I.R.S. Employer
     of incorporation)                             Identification No.)

        1820 South Elena Avenue, Suite B, Redondo Beach, California 90277
                     (Address of Principal Executive Office)

Issuer's telephone number including area code:  (310) 546-5741

Securities registered under Section 12(b) of the Exchange Act: None.

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

                          COMMON STOCK; $.01 PAR VALUE
                                 Title of Class

Check whether the issuer (1) has 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 herein, 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:  $66,000

As of September 22, 1997, 1,595,076 shares of common stock $.01 par value were
outstanding. The aggregate market value of voting stock held by non-affiliates
of the Registrant was $2,055,000 based on the average bid and ask price of the
Company's Common Stock, as reported by the NASD on the OTC Bulletin Board System
on September 22, 1997.

The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on October 17, 1997 is incorporated by reference into Part III of this Form
10-KSB.

<PAGE>

                                     PART I

ITEM 1. BUSINESS

(a) Business Development. Mystique Developments, Inc. (formerly Score
Exploration Corporation) ("Mystique" or the "Company"), with its mailing address
at 1820 South Elena Avenue, Suite B, Redondo Beach, California 90277, telephone
number (310)546-5741, was incorporated as a Wyoming corporation on November 7,
1979. Mystique was organized for the purpose of engaging in oil and gas
activities including exploration for and development and production of oil and
gas reserves.

(b)  Business of Issuer

GENERAL

Mystique engages in the business of acquiring and developing proved, undeveloped
oil and gas reserves, acquiring and exploiting producing properties, and selling
its production of crude oil and natural gas in the United States. Management's
primary objective is the acquisition of interests in proved oil and gas
properties which it may further exploit through the use of 3-D seismic
technology. The Company attempts to acquire developed and proved undeveloped oil
and gas properties through the acquisition of direct mineral interests or, to a
lesser extent, through the acquisition of financially troubled companies.

EQUIPMENT, PRODUCTS AND RAW MATERIALS

Mystique owns no drilling rigs, and drilling, if any, is done by independent
contractors, typically on a footage or day rate basis, for which Mystique may
bear the risks of fire, blowout or other catastrophe to its property.

Mystique's principal products are crude oil and natural gas. Crude oil and
natural gas are sold to various purchasers including pipeline companies which
service the areas in which Mystique's producing wells are located. Mystique's
business is seasonal in nature, to the extent that weather conditions at certain
times of the year may affect its access to oil and gas properties and the demand
for natural gas.

The existence of commercial oil and gas reserves is essential to the ultimate
realization of value from properties, and thus may be considered a raw material
essential to Mystique's business. The acquisition, development, production and
sale of oil and gas is subject to many factors which are outside Mystique's
control. These factors include national and international economic conditions,
availability of drilling rigs, casing, pipe and other fuels, and the regulation
of prices, production, transportation, and marketing by federal and state
governmental authorities. Mystique acquires oil and gas properties from
landowners, other owners of interests in such properties, or governmental
entities. For information relating to specific properties of Mystique, see Item
2.


COMPETITION

The Company's success will be largely dependent on its ability to replace and
expand its oil and gas reserves through the acquisition of producing properties
and the development of oil and gas reserves, both of which involve substantial
risks. Successful acquisition of producing properties generally requires
accurate assessments of recoverable reserves, future oil and gas prices and
operating costs, potential environmental and other liabilities and other
factors. Such assessments are necessarily inexact and their accuracy inherently
uncertain. There can be no assurance that the Company's acquisition and
development activities will result in the successful replacement of, or
additions to, the Company's reserves.

There is significant competition for the acquisition of properties producing or
capable of producing oil and gas. The Company faces competition from a
substantial number of companies, most of which have greater financial and other
resources than does the Company. As a result of this competition, the Company
may be unable to acquire attractive oil and gas properties on terms it considers
acceptable. In addition, the Company faces competition for the sale of its oil

                                       -2-

<PAGE>


and gas from a substantial number of companies, many of which have greater
financial or other resources than the Company.


REGULATION

The availability of a ready market for oil and natural gas production depends
upon numerous factors beyond the Company's control. These factors include
regulation of natural gas and oil transportation, federal and state regulations
governing environmental quality and pollution control, state limits on allowable
rates of production by well or proration unit, the amount of natural gas and oil
available for sale, the availability of adequate pipeline and other
transportation and processing facilities and the marketing of competitive fuels.
State and federal regulations generally are intended to prevent waste of natural
gas and oil, protect rights to produce natural gas and oil between owners in a
common reservoir, control the amount of natural gas and oil produced by
assigning allowable rates of production and control contamination of the
environment.

Sales of crude oil, condensate and gas liquids by the Company are currently not
subject to federal regulation and are made at market prices. States in which the
Company conducts its activities regulate the production and sale of natural gas
and oil, including requirements for obtaining drilling permits, the method of
developing new fields, the spacing and operation of wells and the prevention of
waste of natural gas and other resources. In addition, many states may regulate
the rate of production and may establish maximum daily production allowables for
wells on a market demand or conservation basis. Such provisions may limit the
rate at which oil and gas could be produced from the Company's properties and
may restrict the number of wells that may be drilled on a particular lease or in
a particular field. Recent trends indicate increased state and local regulation
of oil and gas activities and pipeline operations which will impact the
Company's operations; however, these impacts are not expected to be significant.


ENVIRONMENTAL LAWS

The Company's operations are subject to numerous laws and regulations governing
the discharge of materials into the environment or otherwise relating to
environmental protection. These laws and regulations may require the acquisition
of a permit before drilling commences, restrict the types, quantities and
concentration of various substances that can be released into the environment in
connection with drilling and production activities, limit or prohibit drilling
activities on certain lands lying within wilderness, wetlands and other
protected areas, and impose substantial liabilities for pollution resulting from
the Company's operations. Moreover, the recent trend toward stricter standards
in environmental legislation and regulations is likely to continue. Existing, as
well as future legislation and regulations, could cause additional expense,
capital expenditures, restrictions and delays in the development of properties,
the extent of which cannot be predicted. Management believes that the Company is
in substantial compliance with current applicable environmental laws and
regulations and that continued compliance with existing requirements will not
have a material adverse impact on the Company. Since inception, the Company has
not made any material expenditures for environmental control facilities and does
not expect to make any material expenditures during the current and following
fiscal year.

EMPLOYEES

As of June 30, 1997, the Company had one part-time employee. The Company employs
consultants as needed.


ITEM 2. PROPERTIES

The Company's principal office is located at 1820 South Elena Avenue, Suite B,
Redondo Beach, California 90277.

Producing Wells and Acreage. The following table sets forth Mystique's total
gross and net productive oil and gas wells and developed acreage:

                                       -3-

<PAGE>



                          Productive Wells and Acreage
                                  June 30, 1997


<TABLE>
<CAPTION>
                                                                           Wells
                                                     -------------------------------------------------
                                 Acreage                       Gross                       Net
                          ---------------------      -------------------------     -------------------
                             Gross      Net               Oil         Gas             Oil       Gas
                          --------------------------------------------------------------------------
<S>                                <C>        <C>              <C>         <C>         <C>      <C> 
California                         40         1                0           1           0.00     0.01
Colorado                           20         1                1           0           0.10     0.00
Mississippi                        40         8                1           0           0.20     0.00
Montana                           160         4                1           0           0.03     0.00
New Mexico                         80         4                1           0           0.06     0.00
North Dakota                      680         4                1           0           0.01     0.00
Oklahoma                        1,940       148                4           0           0.44     0.00
Wyoming                        10,080       300                4           0           0.88     0.00
                          ---------------------      -------------------------     -------------------
Total                          13,040       470               13           1           1.72     0.01
                          =====================      =========================     ===================
</TABLE>

The Company does not own an interest in any undeveloped acreage.

Mystique's oil and gas properties are in the form of mineral leases. As is
customary in the oil and gas industry, a preliminary investigation of title is
made at the time of acquisition of undeveloped properties. Title investigations
are generally completed, however, before commencement of drilling operations.
Mystique believes that its methods of investigating are consistent with
practices customary in the industry and that it has generally satisfactory title
to the leases covering its proved reserves.

During fiscal 1997 and 1996:

o    There have been no reserve estimates filed with any other United States
     federal authority or agency.

o    The Company was not a party to any long-term supply or similar agreements
     with foreign governments or authorities in which Mystique acted as a
     producer.

o    The Company drilled no productive or dry exploratory or development wells.

o    The Company was not (nor is it currently) obligated to provide a fixed and
     determinable quantity of oil and gas pursuant to any contracts or
     agreements.

<TABLE>
<CAPTION>
                          AVERAGE SALES PRICE AND PRODUCTION COST
-------------------------------------------------------------------------------------------
                                                                1997               1996
                                                           -------------      -------------
<S>                                                        <C>                <C>        
Average sales price per equivalent barrel of oil           $    19.77         $     16.73
Average production (lifting) cost per equivalent           $    20.12         $     13.20
barrel of oil (1)
</TABLE>

(1)  Natural gas equivalents are determined using a ratio of six MCF of natural
     gas to one BBL of crude oil.


ITEM 3. LEGAL PROCEEDINGS

None.


                                       -4-

<PAGE>


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

During the fiscal year covered by this Annual Report, no matter was submitted to
a vote of Mystique's security holders through the solicitation of proxies or
otherwise.


                                     PART II

ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

PRICE RANGE OF COMMON STOCK

The Common Stock of Mystique has been traded on the OTC Bulletin Board System.
The following table sets forth the high and low bid prices of the Common Stock
as reported by the NASD in the over-the-counter market for the periods
indicated. The bid prices represent prices between dealers, without retail
markups, markdowns or commissions, and may not represent actual transactions.
Public trading in the Common Stock of Mystique is minimal.


        For the quarter ended                Low             High
------------------------------------------------------------------------
September 30, 1995                         No Bid           No Bid
December 31, 1995                          No Bid           No Bid
March 31, 1996                             No Bid           No Bid
June 30, 1996                              No Bid           No Bid
September 30, 1996                         No Bid           No Bid
December 31, 1996                     $     0.75       $     2.00
March 31, 1997                        $     2.00       $     4.25
June 30, 1997                         $     3.00       $     3.37

The number of record holders of Common Stock of Mystique as of September 22,
1997, was approximately 2,808. The closing price as of that date, as quoted by
the NASD OTC Bulletin Board under the symbol "MYSD", was $1.50.

Holders of Common Stock are entitled to receive dividends as may be declared by
the Board of Directors out of funds legally available therefor. No dividends
have been declared to date by Mystique, nor does Mystique anticipate declaring
and paying cash dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

During the second quarter of its fiscal year the Company completed a private
placement of its common stock, realizing proceeds of approximately $974,000.
This, coupled with the absence of debt, positioned the Company to pursue its
strategy of identifying and acquiring Rocky Mountain producing properties.
However, relatively high natural gas prices in the Rocky Mountains together with
perceptions of a strong future pricing environment, created a situation that
precluded the Company from consummating a producing property purchase on terms
which would allow for an adequate return on the Company's capital.

Should industry conditions change and the price of existing producing properties
fall to what the Company perceives as more reasonable, it is possible that the
Company will purchase a producing property. However, given that no acquisitions
have been made to date, the Company is presently reevaluating its strategy.

No capital commitments exist at present and the Company's capital position is
adequate to fund its deficit cash flow from operations.


                                       -5-

<PAGE>


OPERATIONS    Increases in general and administrative expense during fiscal 1997
combined with reduced cash flows from oil and gas producing activities resulted
in a significant operating cash flow deficit. As discussed below, the Company is
currently evaluating the economic viability of its existing production.

INVESTING    In conjunction with the private placement, a new management group
assumed responsibilities during fiscal 1997. Equipment additions during the year
were primarily computer related items used throughout the year by the new
management. While certain uneconomic properties were disposed of during the
fiscal year, no proceeds were realized on the dispositions. In fiscal 1996
similar dispositions resulted in minor cash proceeds.

FINANCING    Mystique completed a private placement during fiscal 1997.

RESULTS OF OPERATIONS

OIL AND GAS OPERATIONS    The following discussion is based on the Company's oil
production as gas production is relatively immaterial.

The oil price increased by 18 percent from fiscal 1996 to fiscal 1997 but oil
production declined by 40 percent. These changes in the components of oil
revenue were the primary reason for the 23 percent decrease in oil and gas
revenues from one year to the next. Although operating costs were down 11
percent in fiscal 1997 (primarily from the fact that there were fewer producing
properties) the Company still lost money on its oil and gas operations. As a
result, the Company is currently reviewing the economics of each of its
producing properties with the view to disposing of some or all of the properties
during fiscal 1998. All of the Company's properties are relatively old and, at
current prices, normal production declines have made many of them uneconomic and
the remainder marginally economic at best.

During the fourth quarter of fiscal 1997 the Company determined that the shut-in
Canadian gas property it owned could not be economically put on production in
the foreseeable future. The Company, therefore, recognized a $453,000 impairment
expense on such property, which it sold during the first quarter of fiscal 1998.
The remaining $136,000 impairment expense represents the writedown of various
other properties described in the preceding paragraph pursuant to the Company's
polices described in Financial Statement Note 1.

GENERAL AND ADMINISTRATIVE EXPENSE    Prior to fiscal 1997 the Company's common
stock had not traded for a number of years. In addition to raising the private
equity capital, the Company's new management undertook to increase awareness of
the Company in the investment community, resulting in limited trading in the
Company's shares during the nine months ended June 30, 1997. The costs of
running a more active public company, together with the hiring of a President
who is paid on a full time basis, accounts for some of the increase in general
and administrative expense ("G&A") from 1996 to 1997.

EQUITY ISSUED AS COMPENSATION    Included in 1997's Statement of Operations is a
charge for $287,000 made pursuant to Statement of Financial Accounting Standard
123, ACCOUNTING FOR STOCK-BASED COMPENSATION (see Financial Statement Note 8).
This charge, which represents the estimated cost of options issued to
nonemployees and a warrant issued to Mystique's management company, is a noncash
expense. An additional $58,000 of compensation expense (also noncash) was
recognized for stock issued as compensation.

OTHER  Interest income derives from the investment of the proceeds of the fiscal
1997 private equity offering. Financial statements include forward looking
information as defined by the Private Securities Litigation Reform Act of 1995.

EFFECT OF CHANGES IN PRICES

The Company's results of operations and cash flow are affected by changing oil
and gas prices which are largely out of its control. Inflation has virtually no
effect on the Company and it is not possible to predict what, if any, future
effect inflation might have on the Company.

                                       -6-

<PAGE>


RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, EARNINGS PER
SHARE, which requires a dual presentation of basic and diluted earnings per
share. The Company plans to adopt SFAS No. 128 during the second quarter of
1998. The FASB issued SFAS No. 129, INFORMATION ABOUT CAPITAL STRUCTURE, in
February 1997. This statement, which is required to be adopted in fiscal year
1998, establishes standards for disclosing information about an entity's capital
structure. The FASB also issued SFAS No. 130, REPORTING COMPREHENSIVE INCOME, in
June 1997. This statement, which is also required to be adopted in fiscal year
1998, establishes standards for reporting of comprehensive income and its
components (such as revenues, expenses, gains and losses). The FASB also issued
SFAS No. 131, SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, in June 1997.
This statement, which is required to be adopted in fiscal year 1998, establishes
standards for the way the public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. The Company believes that these
statements will have no material effect on the Company's financial statements.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Included at Pages 8 through 20 hereof.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES

Mystique has not had any reported or material disagreement with its accountants
on any matter of accounting principles, practices or financial statement
disclosure.


                                       -7-

<PAGE>

                         INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Mystique Developments, Inc.
Littleton, Colorado


     We have audited the accompanying balance sheet of Mystique Developments,
Inc. as of June 30, 1997, and the related statements of operations,
stockholder's equity, and cash flows for the years ended June 30, 1997 and 1996.
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 audits.

     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 Mystique Developments, Inc.
as of June 30, 1997 and the results of its operations and cash flows for the
years ended June 30, 1997 and 1996, in conformity with generally accepted
accounting principles.




Coopers & Lybrand, L.L.P.
Denver, Colorado
September 29, 1997


                                      -8-
<PAGE>

                           MYSTIQUE DEVELOPMENTS, INC.
                                  BALANCE SHEET
                                  JUNE 30, 1997

<TABLE>
<CAPTION>

                                           Assets
<S>                                                                                         <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                              $        748,459
     Receivables:
         Trade                                                                                         3,918
         Related party                                                                                11,095
                                                                                            ----------------
                                                                                                      15,013

     Assets held for sale (Note 7)                                                                    37,000
     Prepaids                                                                                            850
                                                                                            ----------------
              Total current assets                                                                   801,322

PROPERTY AND EQUIPMENT:
     Proved oil and gas properties, net of accumulated impairments of $157,509                       127,513
     Other property and equipment                                                                     11,346
                                                                                            ----------------
                                                                                                     138,859
     Less accumulated depreciation, depletion and amortization:
         Proved properties                                                                           (72,301)
         Other property and equipment                                                                 (2,421)
                                                                                            ----------------
                                                                                                     (74,722)
                                                                                            ----------------
              Net property and equipment                                                              64,137
                                                                                            ----------------
     Total assets                                                                           $        865,459
                                                                                            ================

                            Liabilities and Shareholders' Equity
CURRENT LIABILITIES:`
     Payables:
         Trade                                                                                        11,815
         Accrued payroll taxes                                                                        11,309
         Accrued liabilities                                                                          25,250
                                                                                            ----------------
                                                                                                      48,374

EQUITY:
     Common stock, $.01 par value:  authorized - 75,000,000 shares; issued and
         outstanding - 1,595,076 shares                                                               15,951
     Additional paid-in capital                                                                    3,175,545
     Accumulated deficit                                                                          (2,374,411)
                                                                                            ----------------
                                                                                                     817,085
                                                                                            ----------------
                                                                                            $        865,459
                                                                                            ================
</TABLE>

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

                                       -9-

<PAGE>



                           MYSTIQUE DEVELOPMENTS, INC.
                            STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                 1997                      1996
                                                                           ----------------           ---------------
<S>                                                                        <C>                        <C>
REVENUES:
     Oil and gas sales                                                     $         62,644           $        81,865
     Management and consulting fees                                                      --                   500,377
     Other                                                                            3,150                     4,200
                                                                           ----------------           ---------------
     Total revenues                                                                  65,794                   586,442

EXPENSES:
     Operation of producing properties                                               63,743                    71,803
     Production taxes                                                                 3,679                     4,868
     Depreciation, depletion and amortization                                        20,108                    16,442
     Impairments of proved properties                                               588,998                    16,244
     Equity issued as compensation                                                  345,000                        --
     General and administrative                                                     271,962                    47,094
                                                                           ----------------           ---------------
     Total expenses                                                               1,293,490                   156,451
                                                                           ----------------           ---------------
     Operating (loss) income                                                     (1,227,696)                  429,991

OTHER INCOME (EXPENSE)
     Interest income                                                                 15,539                       494
     (Loss) on sale of assets                                                            --                   (15,548)
                                                                           ----------------           ---------------
                                                                                     15,539                   (15,054)
                                                                           ----------------           ---------------
     (Loss) income before income taxes                                           (1,212,157)                  414,937
                                                                           ----------------           ---------------

     Provision for income taxes                                                          --                        --
                                                                           ----------------           ---------------
     Net (loss) income                                                     $     (1,212,157)          $       414,937
                                                                           ================           ===============

     Net (loss) income per share                                           $         (1.04)           $          0.75
                                                                           ================           ===============

Weighted average common shares outstanding                                        1,163,638                   550,076
                                                                           ================           ===============
</TABLE>

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

                                      -10-

<PAGE>



                           MYSTIQUE DEVELOPMENTS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       YEARS ENDED JUNE 30, 1997 AND 1996



<TABLE>
<CAPTION>
                                                ---COMMON STOCK---
                                                                   ADDITIONAL
                                                                    PAID-IN       (ACCUMULATED
                                        SHARES       PAR VALUE      CAPITAL         DEFICIT)           TOTAL
                                     ------------   -----------   ------------   ---------------   -------------
<S>                                       <C>       <C>           <C>            <C>               <C>    
BALANCE, JUNE 30, 1995                    550,076   $     5,501   $  1,866,867   $    (1,577,191)  $     295,177
Net income for the year ended
     June 30, 1996                             --            --             --           414,937         414,937
                                     ------------   -----------   ------------   ---------------   -------------
BALANCE, JUNE 30, 1996                    550,076         5,501      1,866,867        (1,162,254)        710,114

Stock issued as compensation               60,000           600        344,400                --         345,000
Sale of common stock                      985,000         9,850        964,278                --         974,128
Net (loss) for the year ended June 30
     1997                            ,         --            --                       (1,212,157)     (1,212,157)
                                     ------------   -----------   ------------   ---------------   -------------
BALANCE, JUNE 30, 1997                  1,595,076   $    15,951   $  3,175,545   $    (2,374,411)  $     817,085
                                     ============   ===========   ============   ===============   =============
</TABLE>

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

                                      -11-

<PAGE>


                           MYSTIQUE DEVELOPMENTS, INC.
                              CASH FLOW STATEMENTS
                       YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                1997                        1996
                                                                         ------------------           -----------------
<S>                                                                      <C>                          <C>              
Cash flows from operating activities:
Net (loss) income                                                        $       (1,212,157)          $         414,937
Adjustments to reconcile net income to net cash provided
     by operating activities:
     Depletion, depreciation and amortization                                        20,108                      16,442
     Gain on asset sale                                                                  --                      15,548
     Impairment expense                                                             588,998                      16,244
     Equity issued as compensation                                                  345,000                          --
     Other                                                                           (1,653)

     Changes in current assets and liabilities:
         Receivables                                                                  1,606                      (7,459)
         Payables                                                                    18,852                      20,534
         Receivable extinguished for noncash asset                                       --                    (490,000)
         Other                                                                         (850)                        523
                                                                         ------------------           -----------------
Net cash (used in) operating activities                                            (240,096)                    (13,231)

Cash flows from investing activities:
     Equipment purchases                                                            (10,544)                         --
     Proceeds from asset sales                                                           --                      10,665
                                                                         ------------------           -----------------
Net cash (used in) provided by investing activities                                 (10,544)                     10,665

Cash flows from financing activities:
     Sale of common stock                                                           974,128                          --
                                                                         ------------------           -----------------

Net increase (decrease) in cash and equivalents                                     723,488                      (2,566)
Cash and equivalents at beginning of period                                          24,971                      27,537
                                                                         ------------------           -----------------

Cash and equivalents at end of period                                    $          748,459           $          24,971
                                                                         ==================           =================
</TABLE>

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

                                      -12-

<PAGE>


                           MYSTIQUE DEVELOPMENTS, INC.

                            Statements of Cash Flows
                       Years Ended June 30, 1997 and 1996

Supplemental schedule of non-cash investing and financing activities:

FISCAL 1997
The Company issued 50,000 shares to a financial consulting company for services
rendered. An additional 10,000 shares were issued to a former officer in
satisfaction of an outstanding liability. In both instances, the shares issued
were valued at $1 per share, the market price at the date of issuance.

FISCAL 1996
The Company exchanged $490,000 in accounts receivable for producing properties
valued at $490,000.



                                      -13-

<PAGE>



                          NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     GENERAL:

     The Company operates principally in the exploration, development and
     production of oil and gas properties and consulting in the oil and gas
     industry.

     RECLASSIFICATIONS:

     Certain amounts in the 1996 financial statements have been reclassified to
     correspond to the 1997 presentation.

     CASH AND CASH EQUIVALENTS:

     The Company considers all highly liquid investments purchased with an
     initial maturity of three months or less to be cash equivalents. The
     carrying value of cash and cash equivalents approximates fair value because
     the instruments have maturity dates of three months or less.

     CONCENTRATION OF CREDIT RISK:

     Substantially all of the Company's receivables are within the oil and gas
     industry, primarily from purchasers of oil and gas and joint venture
     participants, and collectibility is dependent upon the general economic
     conditions of the industry. The receivables are not collateralized and the
     Company has had no bad debts during the past two years.

     The Company generally invests its excess cash in money market funds having
     minimal credit risk.

     OIL AND GAS PRODUCING ACTIVITIES:

     The Company follows the successful efforts method of accounting for its oil
     and gas properties. Under this method of accounting, all property
     acquisition costs and costs of exploratory and development wells are
     capitalized when incurred, pending determination of whether the well has
     found proved reserves. If an exploratory well has not found proved
     reserves, the costs of drilling the well are charged to expense. The costs
     of development wells are capitalized whether productive or nonproductive.

     Geological and geophysical costs on exploratory prospects and the costs of
     carrying and retaining unproved properties are expensed as incurred. An
     impairment allowance is provided to the extent that capitalized costs of
     unproved properties, on a property-by-property basis, are considered to be
     not realizable. Depletion, depreciation and amortization ("DD&A") of
     capitalized costs of proved oil and gas properties is provided on a
     property-by-property basis using the units of production method based upon
     proved reserves. The computation of DD&A takes into consideration
     restoration, dismantlement and abandonment costs and the anticipated
     proceeds from equipment salvage.

     The Company tests for impairment of its producing properties by comparing
     expected undiscounted future net revenues on a property-by-property basis
     with the related net capitalized costs at the end of each period. When the
     net capitalized costs exceed the undiscounted future net revenues, the cost
     of the property is written down to "fair value," which is estimated using
     discounted future net revenues from the producing property. Gains and
     losses are recognized on sales of entire interests in proved and unproved
     properties. Sales of partial interests are generally treated as recoveries
     of costs. With regard to properties held for sale, the Company uses the
     estimated net sales proceeds as its estimate of fair value.


                                      -14-

<PAGE>


     INCOME TAXES:

     Deferred income taxes are provided on the difference between the tax basis
     of an asset or liability and its reported amount in the financial
     statements. This difference will result in taxable income or deductions in
     future years when the reported amount of the asset or liability is
     recovered or settled, respectively.

     NET INCOME (LOSS) PER SHARE:

     Net income (loss) per share of common stock is calculated by dividing net
     income (loss) by the weighted average of common shares outstanding during
     each of the periods presented. The Company had no common equivalent shares
     outstanding during fiscal 1996, the last year it reported earnings. During
     fiscal 1997 common equivalent shares have been excluded from the (loss) per
     share calculation since their effect is anti-dilutive.

     RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

     In March 1997, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 128, EARNINGS PER
     SHARE, which requires a dual presentation of basic and diluted earnings per
     share. The Company plans to adopt SFAS No. 128 during the second quarter of
     1998. The FASB issued SFAS No. 129, INFORMATION ABOUT CAPITAL STRUCTURE, in
     February 1997. This statement, which is required to be adopted in fiscal
     year 1998, establishes standards for disclosing information about an
     entity's capital structure. The FASB also issued SFAS No. 130, REPORTING
     COMPREHENSIVE INCOME, in June 1997. This statement, which is also required
     to be adopted in fiscal year 1998, establishes standards for reporting of
     comprehensive income and its components (such as revenues, expenses, gains
     and losses). The FASB also issued SFAS No. 131, SEGMENTS OF AN ENTERPRISE
     AND RELATED INFORMATION, in June 1997. This statement, which is required to
     be adopted in fiscal year 1998, establishes standards for the way the
     public business enterprises report information about operating segments in
     annual financial statements and requires that those enterprises report
     selected information about operating segments in interim financial reports
     issued to shareholders. The Company believes that these statements will
     have no material effect on the Company's financial statements.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS:

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

2.   INCOME TAXES

     No provision for taxes was made during fiscal 1996 due to the utilization
     of net operating losses generated in prior years. No benefit from fiscal
     1997's loss was recognized due to the substantial uncertainty as to its
     eventual utilization.

     Effective tax rates differ from the Federal income tax rate as shown in the
     following table.


                                        PERCENT OF PRETAX (LOSS) INCOME
                                -----------------------------------------------
                                         1997                   1996
                                -----------------------------------------------
Federal statutory rate                           (34)%                      34%
State income taxes                                (3)%                       3%
Change in valuation allowance                      27%                    (37)%
Expiration of prior year loss
  carryforwards                                    10%                       0%
                                -----------------------------------------------
Effective rate                                      0%                       0%
                                ===============================================


                                      -15-

<PAGE>

     Deferred income taxes reflect the impact of temporary differences between
     amounts of assets and liabilities for financial reporting purposes and such
     amounts as measured by tax laws. The tax effect of the temporary
     differences and carryforwards giving rise to the Company's deferred tax
     assets and liabilities at June 30, 1997 are as follows:


     Deferred tax assets:
         Oil and gas properties                                   $      226,000
         Net operating loss and tax credit carryforwards                 492,000
                                                                  --------------
                                                                         718,000

     Valuation allowance                                               (704,000)
                                                                  --------------
         Deferred tax assets                                              14,000
     Deferred tax liabilities:
         Depletion, depreciation and amortization of property and
         equipment                                                      (14,000)
                                                                  --------------
             Net deferred tax assets                              $            0
                                                                  ==============

     SFAS No. 109 requires that a valuation allowance be provided if it is more
     likely than not that some portion or all of a deferred tax asset will not
     be realized. The Company's ability to realize the benefit of its tax assets
     will depend on the generation of future taxable income through profitable
     operations and expansion of the Company's oil and gas producing properties.
     The market, capital, and environmental risks associated with that growth
     requirement are considerable, resulting in the Company's conclusion that a
     full valuation allowance be provided, except to the extent that the benefit
     of operating loss carry forwards can be used to offset future reversals of
     existing deferred tax liabilities. The Company increased its valuation
     allowance by $348,000 during fiscal 1997.

     At June 30, 1997, the Company had tax basis net operating loss carry
     forwards available to offset future taxable income of $1.3 million, which
     expires from 1998 to 2011. Of that amount, approximately $123,000 can never
     be used by the Company and the usage of $460,000 is limited to certain
     maximum yearly amounts over a 15-year period, as a result of the change in
     control.

3.   MAJOR CUSTOMERS

     The following are considered major customers which account for ten percent
     or more of total operating revenues in 1997 and 1996 (excluding related
     party management and consulting fees).

                                           1997                1996
                                      ---------------    -----------------
Conoco Oil Company                          60%                 13%
Penroc Oil Corporation                      24%                 25%
Texaco Oil Company                          12%                 26%

4.   RELATED PARTIES

     During the fiscal year ended June 30, 1996, the Company received property
     valued at $490,000 in exchange for a receivable from a company of which a
     former President of the Company was then an officer.

     On March 15, 1997, the Company entered into an Agreement for Administrative
     Services (the "Trinity Agreement") with Trinity Petroleum Management LLC, a
     Colorado limited liability company ("Trinity"). Pursuant to the terms of
     the Trinity Agreement, Trinity will perform certain management functions
     for the Company for a fee of $2,000 per month and reimbursement of third
     party expenses. The Trinity Agreement is for an initial term of six months,
     continuing thereafter on a month-to-month basis, terminable upon 30 days
     written notice by either party. The sole owner of Trinity, J. Samuel
     Butler, serves as a member on the Board of Directors of the Company. The
     Agreement was approved by the Board of Directors, with Mr. Butler
     abstaining from the vote. Also in connection with the Agreement, the
     Company's Board of Directors, with Mr. Butler abstaining, approved the
     issuance of a warrant to Trinity for the purchase of up to 100,000 shares
     of the Company's Common Stock at a price of $1.00 per share.

                                      -16-

<PAGE>

     At June 30, 1997, the Company had a receivable of $11,095 from its
     President.

5.   OPTIONS, WARRANTS AND RESERVED SHARES

     On October 18, 1996 the Board of Directors of the Company adopted the
     Incentive Stock Option Plan ("the ISO Plan"). On April 5, 1997 the Board
     adopted the Equity Incentive Plan ("the Equity Plan"). Both plans were
     adopted subject to stockholder approval at the Company's next annual
     meeting.

     The ISO Plan was established for the purpose of providing an option to
     purchase the Company's common stock to one key employee of the Company,
     while the Equity Plan allows option grants to various employees,
     non-employees, directors, consultants and advisors.

     Options under both the plans may have a term of up to ten years; the actual
     term and any vesting requirements are set at the discretion of the Board of
     Directors or a Committee thereof. The maximum number of shares authorized
     for issuance under the ISO Plan is 500,000 shares; under the Equity Plan
     the maximum is 2.5 million.

     There were no options or warrants outstanding at June 30, 1996 and there
     were no exercises or forfeitures of options or warrants during fiscal 1997.
     During fiscal 1997, all 500,000 shares available under the ISO Plan were
     granted to the Company President and options for the purchase of 775,000
     common shares at $1 per share were issued pursuant to other director and
     consulting agreements described in this note. The options were granted at a
     price equal to the estimated fair market value of the underlying common
     stock at the date of grant.

     In March 1997, the Company issued a warrant (expiring in March 2002) to
     purchase 100,000 shares of its common stock at $1 per share to Trinity (see
     Note 4). The closing bid price for the stock on the date the stock traded
     immediately preceding the warrant grant was $3.38.

     There were no vesting requirements for any of the options granted or the
     warrant issued during fiscal 1997. The weighted average remaining life of
     options outstanding at June 30, 1997 was 8.6 years. A total of 1.375
     million shares have been reserved for the options and warrant.

     The weighted average fair value of the options and warrant granted during
     the year was $.69.

     In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
     Compensation." This Statement establishes a fair value method of accounting
     for stock-based compensation plans either through recognition or
     disclosure. The Company has elected to continue following Accounting
     Principles Board Opinion No. 25 ("APB No. 25"), ACCOUNTING FOR STOCK ISSUED
     TO EMPLOYEES, and has elected to adopt SFAS No. 123 through compliance with
     the disclosure requirements set forth in the Statement. Because the
     exercise price of the Company's stock options equals the market price of
     the underlying stock on the date of grant, no compensation expense is
     recognized under APB No. 25. Pro forma information regarding net income and
     earnings per share is required by SFAS No.123 and has been determined as if
     the Company had accounted for its employee stock options under the fair
     value method of that Statement. The fair value of these options was
     estimated at the date of grant using the Black-Scholes option pricing model
     with the following weighted-average assumptions for 1996: risk-free
     interest rates ranging from 5.9 percent to 6.5 percent; dividend yield of 0
     percent; volatility factor of the expected market price of the Company's
     common stock of 60.4 percent; and weighted-average expected life of the
     options of four years.

     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options which have no vesting
     restrictions and are fully transferable. In addition, option valuation
     models require the input of highly subjective assumptions including the
     expected stock price volatility. Because the Company's employee stock
     options have characteristics significantly different from those of traded
     options, and because changes in the subjective input assumptions can
     materially affect the fair value estimate, it is management's opinion that
     the existing models do not necessarily provide a reliable single measure of
     the fair value of its employee stock options.

                                      -17-
<PAGE>

     Had compensation cost been determined based on the fair value at grant
     dates for stock options awards consistent with SFAS No. 123, the Company's
     net loss and loss per share would have been increased to the pro forma
     amounts indicated below:


                    Pro Forma for the Year Ended June 30, 1997
-----------------------------------------------------------------------
Net loss            As reported                     $       (1,212,157)
                    Pro forma                       $       (1,870,581)

Loss per share      As reported                     $            (1.04)
                    Pro forma                       $            (1.61)

     The effects of applying SFAS No. 123 in the pro forma disclosure are not
     necessarily indicative of future amounts.

6.   SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

     Capitalized costs relating to oil and gas producing activities at June 30,
     1997 and 1996 are as follows:

                                                    1997             1996
                                                -------------    ------------
Proved oil and gas properties                   $     285,022    $    804,373
Less accumulated depreciation, depletion and
  accumulated impairment                            (229,810)       (106,453)
                                                -------------    ------------
Net capitalized cost                            $      55,212    $    697,920
                                                =============    ============


Costs incurred in oil and gas property acquisition, exploration, and development
activities for the years ended June 30, 1997 and 1996 are as follows:


                                                    1997             1996
                                                -------------    ------------
Acquisition of proved properties                $           0    $    490,000

     Results of operations for oil and gas producing activities for the years
     ended June 30, 1997 and 1996 are as follows:

                                                    1997             1996
                                                -------------    ------------
Revenues                                        $      62,644    $     81,865

Production costs                                       67,422          76,671
Depreciation, depletion and impairments               607,361          32,686
                                                -------------    ------------
                                                      674,783         109,357
                                                -------------    ------------
Results of operations from producing activities
  (excluding corporate overhead and interest
  costs)                                        $    (612,139)   $    (27,492)
                                                =============    ============


     The following information relates to the Company's estimates of proved
     reserves of oil and gas, changes in proved reserves of oil and gas,
     standardized measure of discounted future net cash flows and changes
     therein relating to proved oil and gas reserves. All reserves are located
     in the United States and Canada.

     RESERVES:

     The estimates of the Company's proved oil and gas reserves and the changes
     in those reserves include only "proved developed" reserves. Proved
     developed reserves are reserves which can be expected to be recovered from
     existing wells using existing equipment and operating methods.

                                      -18-

<PAGE>

     The estimates of proved reserves for 1997 were determined by the Company's
     management company while the estimates for 1996 were determined by an
     outside engineer. Both estimates take into account the effect of past
     performance and existing economic conditions. Reserve estimates vary from
     year to year because they are based upon judgmental factors involved in
     interpreting and analyzing production performance, geological and
     engineering data and changes in prices, operating costs, and other
     economic, regulatory and operating conditions. Changes in such factors can
     have a significant impact on the estimated future recoverable reserves and
     estimated future net revenue by changing the economic life of the
     properties.

     The Company considers these reserve estimates to be reasonable in light of
     past operating results and other data available. However, there can be no
     assurance that actual production in the future will not vary substantially
     from such estimates.

     The following table shows the Company's total proved reserves, all of which
     are developed, at June 30, 1997 and 1996.


                                      1997                        1996
                           -------------------------    ------------------------
                               Oil            Gas           Oil           Gas
                           -----------    ----------    ----------    ----------
                             31,308          6,881         54,600      1,366,100

     Changes in net proved reserves of oil and gas for the years ending June 30,
     1997 and 1996 are as follows:


<TABLE>
<CAPTION>
                                           1997                         1996
                               ----------------------------- ---------------------------
                                   Oil            Gas            Oil            Gas
                               ----------- ----------------- ------------  -------------
<S>                                 <C>            <C>             <C>            <C>   
Beginning                           54,600         1,366,100       64,100         21,800
Revision of previous estimate      (18,720)       (1,356,181)       9,500            200
Sale of reserves                    (2,011)                0      (14,700)             0
Purchase of reserves in place            0                 0            0      1,347,500
Discoveries                              0                 0            0              0
Production                          (2,561)           (3,038)      (4,300)        (3,400)
                               ----------- ----------------- ------------  -------------
Ending                              31,308             6,881       54,600      1,366,100
                               =========== ================= ============  =============
</TABLE>

As discussed in Note 7, the primary factor causing the downward revision in the
Company's gas reserves was a re-engineering of the Company's Canadian property.

STANDARDIZED MEASURE OF FUTURE NET CASH FLOWS

Statement of Financial Accounting Standards No. 69 prescribes guidelines for
computing a standardized measure of future net cash flows and changes therein
relating to estimated proved reserves. The Company has followed these guidelines
which are briefly discussed below.

Future cash inflows and future production and development costs are determined
by applying year-end process and costs to the estimated quantities of oil and
gas to be produced. Estimated future income taxes are computed using current
statutory income tax rates including consideration for estimated future
statutory depletion and investment tax credits. The resulting future net cash
flows are reduced to present value amounts by applying a 10% annual discount
factor.

The assumptions used to compute the standardized measure are those prescribed by
the Financial Accounting Standards Board and, as such, do not necessarily
reflect the present worth. The limitations inherent in the reserve quantity
estimation process, as discussed previously, are equally applicable to the
standardized measure computations since these estimates are the basis for the
valuation process.

                                      -19-

<PAGE>

Standardized measure of discounted future net cash flows and changes therein
relating to proved oil and gas reserves at June 30, 1997 and 1996 are as
follows:

<TABLE>
<CAPTION>
                                                                1997            1996
                                                            ------------- -----------------
<S>                                                         <C>           <C>              
Future cash inflows                                         $     561,000 $       2,533,000
Future production costs                                         (448,000)       (1,367,000)
                                                            ------------- -----------------
Future net cash flows                                             113,000         1,166,000

Less 10% annual discount for estimated timing of cash flows      (47,000)         (371,000)
                                                            ------------- -----------------
Standardized measure of discounted future net cash flows    $      66,000 $         795,000
                                                            ============= =================
</TABLE>

No future income tax provision is made due to the company's tax loss
carryforward.

The following are principal sources of change in the standardized measure of
discounted future net cash flows during the years ending June 30, 1997 and 1996:

<TABLE>
<CAPTION>
                                                            1997          1996
                                                        ------------- -------------
<S>                                                     <C>           <C>
Beginning of year                                       $     795,000 $     275,000
Sales of oil and gas produced, net of production cost           5,000        (5,000)
Net changes in prices                                        (106,000)      (19,000)
Extensions and discoveries less related costs                       0             0
Revisions of previous quantity estimates                     (697,000)       37,000
Accretion of discount                                          79,000        28,000
Sale of reserves                                              (10,000)      (36,000)
Purchase of reserves in place                                       0       497,000
Other, primarily changes in production costs                        0        18,000
                                                        ------------- -------------
End of year                                             $      66,000 $     795,000
                                                        ============= =============
</TABLE>

7.   SUBSEQUENT EVENT

     During September 1997, the Company sold a Canadian property having a book
     value of $37,000 (cost of $490,000 less an impairment allowance of
     $453,000) for $37,000. The decision to dispose of the property was based
     primarily on the fact that relatively low Canadian gas prices made it
     unlikely that the property would be brought on production in the near
     future. Additionally, the property was far removed from where the Company
     plans to focus its operations, Colorado and Wyoming.


                                      -20-
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information from the definitive proxy statement for the 1997 annual meeting
of stockholders is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

The information from the definitive proxy statement for the 1997 annual meeting
of stockholders is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information from the definitive proxy statement for the 1997 annual meeting
of stockholders is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information from the definitive proxy statement for the 1997 annual meeting
of stockholders is incorporated herein by reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

     A list of the Exhibits required by Item 601 of Regulation S-B to be filed
as part of this report is set forth in the Index to Exhibits and is incorporated
herein by reference.

(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the quarter ended June 30, 1997.


(c)  The following Financial Statements are filed as part of this Report:

                                                                     PAGE
     Independent Accountant's Report...................................8

     Balance Sheet as of June 30, 1997.................................9

     Statements of Operations for the years ended June 30, 1997 and
     1996.............................................................10

     Statements of Changes in Stockholders Equity for the years ended
     June 30, 1997 and 1996...........................................11

     Statements of Cash Flows for the years ended June 30, 1997
     and 1996.........................................................12

     Notes to Financial Statements....................................14

                                      -21-

<PAGE>


All Financial Statement Schedules are omitted because they are not required, are
inapplicable or the information is included in the financial statements or notes
thereto.



                                      -22-

<PAGE>


                                 SIGNATURE PAGE

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.

                                        MYSTIQUE DEVELOPMENTS, INC.



Dated:  September 29, 1997              By   /s/ Kim Fuerst
      ----------------------------          ------------------------------------
                                            Kim Fuerst, President and Principal
                                            Executive Officer


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 date indicated.



Dated:  September 26, 1997              By   /s/ Kim Fuerst
      ----------------------------          ------------------------------------
                                            Kim Fuerst, President and Principal
                                            Executive Officer


Dated:  September 26, 1997              By   /s/ Faisal Chaudhary
      ----------------------------          ------------------------------------
                                            Faisal Chaudhary, Director


Dated:  September 26, 1997              By   /s/ J. Samuel Butler
      ----------------------------          ------------------------------------
                                            J. Samuel Butler, Director


Dated:  September 26, 1997              By   /s/ David L. Milanesi
      ----------------------------          ------------------------------------
                                            David L. Milanesi, Principal
                                            Financial and Accounting Officer


                                      -23-

<PAGE>


                                INDEX TO EXHIBITS


3.1  Articles of Incorporation (a)

3.2  Bylaws(a)

10.1 Employment Agreement between the Company and Kim M. Fuerst, dated October
     1, 1996.

10.2 Incentive Stock Option Plan, dated October 18, 1996.

10.3 Incentive Stock Option Agreement between the Company and Kim M. Fuerst,
     dated October 18, 1996.

10.4 The Company's Equity Incentive Plan.

10.5 Administrative Services Agreement between the Company and Trinity Petroleum
     Management LLC, dated March 15, 1997. (b)

10.6 Warrant, dated March 31, 1997, from the Company to Trinity Petroleum
     Management LLC (b)

10.7 Consulting Agreement between the Company and Sayed Consulting, Inc.,
     effective October 1, 1996.

10.8 Option Agreement between the Company and Sayed Consulting, Inc., dated
     November 15, 1996

27   Financial Data Schedule



(a)  Incorporated by reference to the Company's Form 10-K for the fiscal year
     ended May 31, 1983.

(b)  Incorporated by reference to the Company's Form 10-QSB for the quarter
     ended March 31, 1997.



                                      -24-