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, 2001                       File No. 0-09482

                       COLORADO WYOMING RESERVE COMPANY
         (Name of Small Business Issuer as Specified in its Charter)


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



         751 HORIZON COURT, SUITE 205, GRAND JUNCTION, COLORADO 81506
                   (Address of Principal Executive Office)


        Issuer's telephone number including area code: (970) 255-9995

     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             NO    X
                -------        -------

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:   None

As of October 23, 2001, 10,607,694 shares of common stock $.01 par value were
outstanding. The aggregate market value of voting stock held by non-affiliates
of the Registrant was $1,485,911 based on the closing price of the Company's
Common Stock of $0.25, as reported by the NASD on the OTC Bulletin Board System
on October 23, 2001.


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                                     PART I

ITEM 1.     BUSINESS

GENERAL

Colorado Wyoming Reserve Company ("CWYR" or the "Company"), with its principal
office located at 751 Horizon Court, Suite 205, Grand Junction, Colorado 81506,
telephone number (970) 255-9995, was incorporated as a Wyoming corporation on
November 7, 1979.

The Company is an oil and natural gas exploration company with a geographical
focus in the Rocky Mountain region of the western United States. The Company's
primary objective is the acquisition of interests in undeveloped oil and gas
properties, and the location and development of economically attractive
accumulations of hydrocarbons in such properties through the use of a
highly-integrated, interpretive approach to the application of three-dimensional
("3-D") geophysical data (seismic data acquired and processed to yield a
three-dimensional picture of the subsurface). The Company's acquisitions of
undeveloped oil and gas properties are accomplished primarily by the acquisition
of direct mineral leasehold interests from private, state and federal lands.
None of the Company's properties are in production, and consequently, the
Company has no operating income or cash flow.

STRATEGY

The Company is currently focusing its exploratory efforts on its mineral
interests in approximately 64,000 gross leased acres (approximately 25,500 net
leased acres) in the central Paradox Basin of southeastern Utah (the "Paradox
Basin Project" or the "Project"). During fiscal 2001, the Company obtained a 3-D
seismic survey (the "Seismic Survey") covering a 26 square mile portion of its
Paradox Basin leasehold position. The survey results indicate that further
exploratory work is warranted on the Paradox Basin Project. Together with its
joint venture partners, CWYR plans to market the Project to third parties. Based
upon the results of these marketing efforts, CWYR and its joint venture partners
will decide whether to sell the project, to find an industry partner with whom
to enter into a farmout agreement to pay the cost of one or more exploratory
wells and additional seismic work, or to develop the Paradox Basin Project on
their own. CWYR intends to raise additional capital in order to be able to
participate in the next phase of development of the Paradox Basin Project.

FARMOUT AGREEMENT

The Company entered into a farmout agreement (the "Farmout Agreement") with ST
Oil Company ("ST Oil"), FM Energy, LLC (whose rights and interest were
subsequently assigned to Moore Energy LLC ("Moore Energy")) and The Shoreline
Companies, LLC, ("Shoreline") (collectively, "the Farmees"), effective September
22, 2000, to finance exploration of the Paradox Basin Project. Certain directors
and stockholders of the Company are directors, officers and controlling
stockholders of ST Oil, Moore Energy and Shoreline. Under the Farmout Agreement,
the Company assigned 50 percent of its mineral working interests in the Paradox
Basin Project to the Farmees in exchange for the Seismic Survey. Prior to the
commencement of the Seismic Survey, the Company sold an additional 7.5 percent
of its mineral working interests to the Farmees in February 2001 for $150,000.
The purchase price was determined using the same valuation of the Paradox Basin
Project as was used in the Farmout Agreement. The cost of completing, processing
and interpreting the Seismic Survey of approximately $1.1 million was borne by
the Farmees.

The Farmout Agreement requires the Company to bear 42.5 percent of the cost of
maintaining the Paradox Basin Project leasehold, which cost is estimated at
approximately $33,000 per year. The Company currently has no funds available to
meet this obligation, and its interest in the Project consequently could be
reduced or eliminated.

The Farmout Agreement establishes an area of mutual interest (the "AMI") until
September 22, 2010. If during the ten-year term of the AMI, any party to the
Farmout Agreement acquires an oil or gas leasehold interest in the AMI, that
party must give all the other parties the opportunity to participate. The
acquiring party must notify all other parties of the acquisition, and each
recipient of this notice has thirty (30) days to notify the acquiring party of
its election to participate or not participate. If a party elects to
participate, the acquiring party must promptly assign to

                                      -2-

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the party an interest in the leasehold interest proportionate to the party's
interest under the Farmout Agreement. While there can be no assurance that the
Company will have the funds to participate in future AMI acquisitions, it did
participate during fiscal 2001, spending $54,000 on additional leases.

No decision can be made regarding the next phase of the Paradox Basin Project
without the approval of the Farmees and CWYR holding an aggregate 80 percent
interest in the Paradox Basin Project. In the event the Company and the Farmees
decide not to accept any industry proposal to purchase or develop the Paradox
Basin Project, or if no industry proposals are received, one or more of the
parties may notify the other parties that it desires to drill one or more wells
on the Project. If the Farmees and Company cannot reach agreement as to a
drilling program, the party or parties wishing to drill ("the Consenting
Parties") are required to provide written notice to the other parties ("the
Nonconsenting Parties") of the their intention to drill. The Nonconsenting
Parties then have 30 days to notify the Consenting Parties of their election to
participate or not to participate in the drilling program. Nonconsenting Parties
who elect not to participate in the drilling are required to farmout their
interest(s) to the Consenting Parties under standard industry terms and
conditions, thereby reducing their percentage interest in the Project.

CREDIT AGREEMENT

In September 2000, the Company also entered into a Credit Agreement with the
Farmees. The Credit Agreement established an unsecured revolving line of credit
for the Company in an aggregate principal amount of $110,000. Amounts borrowed
under the Credit Agreement bear interest at the rate of eight percent per annum.
At June 30, 2001 the Company had a balance owing the Farmees of $130,509. During
July 2001, the Company repaid $20,509 of the amount borrowed, reducing the
balance owing to the $110,000 specified in the Credit Agreement. The note was
due and payable in full on September 28, 2001, and remains unpaid as of November
30, 2001.

EQUIPMENT

The Company currently owns only leasehold interests in undeveloped acreage in
the Paradox Basin. CWYR owns no drilling rigs, and drilling, if any, will be
accomplished by independent contractors, typically on a footage or day rate
basis, for which the Company may bear the risks of fire, blowout or other
catastrophe to its property.

COMPETITION

There is significant competition for the acquisition of properties capable of
producing oil and gas, as well as for the equipment and labor required to
explore, develop and operate such properties. Most of the Company's competitors
have financial resources and exploration and development budgets that are
substantially greater than those of the Company, which may adversely affect the
Company's ability to compete with those companies, especially in the acquisition
of attractive oil and gas properties.

GOVERNMENTAL REGULATION

If the Company is successful in developing the Paradox Basin Project, the
availability of a ready market for its oil and gas production will depend 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, 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, and control contamination of the environment.

Sales of crude oil, condensate and gas liquids are currently not subject to
federal regulation and are made at market prices. The state of Utah, in which
the Company's Paradox Basin Project is located, regulates the production 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. Such provisions 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 could

                                      -3-

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impact operations on the Paradox Basin Project if an oil and gas prospect is
discovered and developed; however, these impacts are not expected to be
significant.

ENVIRONMENTAL REGULATION

The Company's exploration activities are, and any development or production
activities could be, subject to numerous laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental or cultural resource protection. These laws and regulations may
(a) require the acquisition of a permit prior to constructing a drill site,
commencing drilling or constructing pipelines; (b) restrict the types,
quantities and concentration of various substances that can be released into the
environment in connection with drilling and production activities; (c) limit or
prohibit drilling activities on certain lands lying within wilderness, wetlands,
culturally sensitive and other protected areas; and (d) 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 been required to make any
material expenditures with respect to compliance with environmental laws and
does not expect to make any material expenditures during the current and
following fiscal year.

EMPLOYEES

As of November 30, 2001, the Company had one part-time employee. The Company
employs consultants as needed.



                                  RISK FACTORS

THE COMPANY HAS NO CASH, NO OPERATIONS AND NO REVENUES AND COULD BE FORCED TO
LIQUIDATE; AS A RESULT, STOCKHOLDERS MAY SUFFER A COMPLETE LOSS OF THEIR
INVESTMENT.

CWYR has a history of operating losses, and it is anticipated that those losses
will continue for the foreseeable future. The Company continues to incur costs
related to maintaining its interests in its properties as well as general and
administrative costs. In addition, CWYR will require substantial additional
capital to further explore and develop its properties and to acquire additional
properties. The Company currently has no cash. The Company does not currently
have, nor does it anticipate having, any producing properties in the foreseeable
future, and therefore, CWYR has no prospects for a positive revenue stream. The
Company is in default for nonpayment of its $110,000 loan under the Credit
Agreement. The Company will need to raise additional capital through a debt or
equity financing in the immediate future in order to fund its share of
maintaining and marketing the Paradox Basin Project, to acquire additional
properties pursuant to the AMI provision of the Farmout Agreement or otherwise,
to cover its general and administrative expenses and to repay outstanding
indebtedness. If the Company is successful in raising additional equity capital,
a substantial discount to prevailing market prices may be required, resulting in
significant dilution to existing stockholders. There can be no assurance that
the Company will be successful in obtaining additional financing on terms
acceptable to it, if at all. The Company's failure to obtain additional
financing would have a material adverse effect on the Company's business and
financial position, and, as a result, CWYR may have to liquidate and
stockholders may suffer a complete loss of their investment.

THE COMPANY IS DEPENDENT ON A SINGLE PROJECT; IF THE PARADOX BASIN PROJECT IS
NOT SUCCESSFUL, THE COMPANY WOULD BE MATERIALLY ADVERSELY AFFECTED.

CWYR's only properties are its mineral interests in the Paradox Basin. The
Company, together with the Farmees, must reach agreement on how to proceed with
the Paradox Basin Project. The results of the Seismic Survey indicate that
additional exploratory work is warranted. The Company may not be able to fund
its share of developing the

                                      -4-

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Project and its interest in the Project could consequently be reduced or
forfeited. The Company may expend significant funds only to determine that the
properties do not contain reserves. If the Company's exploration efforts on the
Paradox Basin Project fail, the Company could be forced to liquidate and
stockholders may suffer a complete loss of their investment.

THE COMPANY'S EXPLORATION ACTIVITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK.

CWYR currently is spending its entire capital budget on exploration of one
project. Exploration activities are speculative and involve substantially more
risk than development or exploitation activities. Even when fully utilized and
properly interpreted, 3-D seismic data and visualization techniques only assist
geoscientists in identifying subsurface structures and hydrocarbon indicators
and do not conclusively allow the interpreter to know if hydrocarbons will in
fact be present in such structures. In addition, the use of 3-D seismic data and
such technologies requires greater predrilling expenditures than traditional
drilling strategies. Additionally, market forces could increase the costs of
further exploration to make it prohibitive. Because the Company has only one
exploration project, any exploration failure could force the Company to
liquidate.

ONE OF THE COMPANY'S MANY CREDITORS COULD FORCE IT INTO BANKRUPTCY.

The Company has significant liabilities and numerous creditors, some of whom are
parties to the Farmout Agreement. A creditor or group of creditors could force
the Company into bankruptcy. The Company may be forced to liquidate and
stockholders may suffer a complete loss of their investment.

THE UNCERTAINTY OF OIL AND NATURAL GAS PRICES MAY ADVERSELY EFFECT CWYR'S
ABILITY TO RAISE ADDITIONAL CAPITAL.

For much of the past decade, the prices for oil and natural gas have been
extremely volatile. It is anticipated that such prices will continue to be
volatile in the foreseeable future. In general, prices of oil, gas and natural
gas liquids are dependent upon numerous external factors such as weather,
various economic, political and regulatory developments and competition from
other sources of energy. The unsettled nature of the energy market and the
unpredictability of worldwide political developments, including, for example,
actions of OPEC members, make it particularly difficult to estimate future
prices. Any substantial price erosion for an extended period of time would have
a material adverse effect on CWYR's ability to raise additional capital in the
future to fund the Company's exploration activities and could harm the Company's
business and financial condition.

CWYR COMPETES AGAINST LARGER, BETTER FINANCED AND MORE EXPERIENCED COMPANIES.

Competition in the oil and gas industry is intense. Major and independent oil
and gas companies, as well as individuals and drilling programs, actively bid
for desirable oil and gas properties, as well as for the equipment and labor
required to operate and develop such properties. A number of CWYR's competitors
have financial resources and exploration and development budgets that are
substantially greater than those of CWYR, which may adversely affect CWYR's
ability to compete successfully, especially in the acquisition of attractive oil
and gas properties on terms the Company considers acceptable. The effects of
this highly competitive environment could harm the Company's business, financial
condition and results of operations.

THE ABSENCE OF A LIQUID MARKET FOR CWYR COMMON STOCK COULD HARM THE ABILITY OF
STOCKHOLDERS TO SELL SHARES OF CWYR COMMON STOCK.

Due to the Company's extended delay in filing its Annual Report on Form 10-KSB
for the year ended June 30, 2001, the National Association of Securities Dealers
(the "NASD") has removed the Company from the OTC Bulletin Board System
("OTCBBS"). Because the Company's Common Stock, par value $0.01 per share
("Common Stock"), is not able to trade on the OTCBBS, stockholders may be unable
to sell their shares of Common Stock.

The Company is delinquent in filing its Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2001, and as a result, the Company may not be able
to trade on the "pink sheets" maintained by Pink Sheets LLC. This market is
thinly traded and lacks the liquidity of other public markets with which some
investors have more

                                      -5-

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experience. There is no assurance that a more liquid trading market will develop
or, if developed, would be sustained. Stockholders may be unable to sell their
shares of Common Stock. Furthermore, it is unlikely that a lending institution
would accept Common Stock as pledged collateral for loans unless a regular
trading market develops.

THE COMPANY'S DELINQUENCY IN FILING EXCHANGE ACT REPORTS COULD LIMIT THE ABILITY
OF STOCKHOLDERS TO SELL RESTRICTED SHARES OF CWYR COMMON STOCK.

The Company was delinquent in filing its Annual Reports on Form 10-KSB for the
fiscal years ended June 30, 1999 and 2001 and its Quarterly Reports on Form
10-QSB for the quarters ended December 31, 1999, March 31, 2000, December 31,
2000, March 31, 2001 and September 30, 2001. The Company's delinquency in filing
such reports could have an impact on the ability of its stockholders to sell
restricted shares of Common Stock pursuant to the exemption from registration
provided by Rule 144 of the Securities Act of 1933, as amended.

LIMITED SHARE TRADING, STOCK PRICE VOLATILITY AND FUTURE ISSUANCES COULD
ADVERSELY AFFECT THE PRICE OF CWYR COMMON STOCK.

Historically, trading in the Company's stock has been sporadic and the stock
price has been volatile. Sales of substantial amounts of Common Stock by CWYR's
principal stockholders in the public market could adversely affect the
prevailing market price of the Common Stock. In addition, CWYR has granted
options and issued warrants to purchase 3,090,000 shares of Common Stock, all of
which are presently exercisable. Future issuances upon exercise of options or
warrants could cause substantial dilution to stockholders.

THE COMPANY'S EXPLORATION ACTIVITIES ARE CONTROLLED BY THIRD PARTIES.

The Company's current exploration activities are being conducted and controlled
by third parties. The Company has a minority interest in the Paradox Basin
Project, so its ability to control the future exploration activities under the
Farmout Agreement is limited.

CONFLICTS OF INTEREST MAY HARM THE INTERESTS OF STOCKHOLDERS.

J. Samuel Butler, F. Robert Tiddens and John F. Greene, all directors and
stockholders of the Company, are officers, directors and/or stockholders of the
Farmees under the Farmout Agreement. The Company is in default on payment of the
$110,000 loan from the Farmees pursuant to the terms of the Credit Agreement. In
addition Mr. Butler is the President of Trinity Petroleum Management, LLC
("Trinity"), a privately-held company providing accounting and other
administrative services to CWYR. See Item 12, "Certain Relationships and Related
Transactions." The continuation of certain related party transactions and the
interests that the Company's directors and stockholders have in other
enterprises, including the Farmees, may result in conflicts of interest between
the Company and such individuals. For example, the ownership interests of the
Farmees in the Paradox Basin Project would increase if the Company fails to fund
it share of maintaining the project. Conflicts of interest may not be resolved
in a manner favorable to the Company.

CONTROL BY INSIDERS MAY PREVENT A CHANGE IN CONTROL OR ASSET SALE THAT WOULD BE
IN THE BEST INTERESTS OF STOCKHOLDERS.

Of the Company's shares of Common Stock currently outstanding, approximately 55
percent is held by the Company's directors, officer and affiliates. In addition,
options or warrants for 2,080,000 shares of Common Stock have been granted to
the Company's directors, officer and affiliates, all of which are currently
outstanding and presently exercisable. If all such currently exercisable options
were exercised, the Company's directors, officers and affiliates would
beneficially own approximately 62 percent of the total outstanding shares of
Common Stock of CWYR. Consequently, they are able to exercise significant
control over all matters requiring stockholder approval. Such voting
concentration may have the effect of discouraging, delaying or preventing a
change in control of CWYR or a sale of CWYR's assets.

                                      -6-

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TITLE TO CWYR'S PROPERTY MAY BE DEFECTIVE AND MAY BE CHALLENGED.

Title matters relating to oil and gas properties can be subject to some doubt.
In most states, it is not possible or customary in the oil and gas industry to
purchase title insurance. The decision of whether or not to expend funds for
additional title work is made by management on a case-by-case basis. In some
cases, title may be found to be defective and the cost to cure title may be
prohibitive. The validity of the Company's title to its property may be
challenged, which could result in expensive and time consuming litigation.

COST OF COMPLIANCE WITH GOVERNMENTAL REGULATIONS COULD BE MATERIAL.

CWYR's business is subject to federal, state and local laws and regulations
relating to the exploration for and the production, transportation and sale of
natural gas and oil. Although CWYR believes it is in substantial compliance with
all applicable laws and regulations, legal requirements are frequently changed
and subject to interpretation, and the Company is unable to predict the ultimate
cost of compliance with these requirements or their effect on its operations.

LEGISLATIVE CHANGES TO ENVIRONMENTAL REGULATIONS COULD ADVERSELY AFFECT CWYR'S
BUSINESS.

CWYR's business is subject to complex environmental laws and regulations adopted
by federal, state and local governmental authorities. Environmental laws and
regulations are frequently changed. The implementation of new, or the
modification of existing, laws or regulations could have a material adverse
effect on the Company. The discharge of natural gas, oil or other pollutants
into the air, soil or water may give rise to significant liabilities on the part
of CWYR to the government and third parties and may require CWYR to incur
substantial costs of remediation. No assurance can be given that existing
environmental laws or regulations, as currently interpreted or reinterpreted in
the future, or future laws or regulations will not substantially harm CWYR's
financial condition and results of operations.

THE ABILITY OF CWYR AND STOCKHOLDERS TO OBTAIN DAMAGES FROM DIRECTORS IS
LIMITED.

The liability of a director to CWYR or any stockholder for monetary damages for
breach of his fiduciary duties as a director is limited by CWYR's Articles of
Incorporation, with certain exceptions. In addition, CWYR will provide officers
and directors the maximum indemnification allowable from time to time under
Wyoming law. These provisions limit CWYR's and its stockholders' ability to
obtain damages or other relief from its officers and directors in the event of a
claimed wrongdoing.

THE ADDED DISCLOSURE REQUIREMENTS UNDER THE PENNY STOCK RULES COULD ADVERSELY
AFFECT THE ABILITY OF STOCKHOLDERS TO SELL CWYR COMMON STOCK.

Shares of CWYR Common Stock are subject to rules adopted by the Securities and
Exchange Commission regulating broker-dealer practices in connection with
transactions in "penny stocks." Such rules require that prior to effecting any
transaction in a penny stock, a broker or dealer must give the customer a risk
disclosure document that describes various risks associated with an investment
in penny stocks, as well as various costs and fees associated with such an
investment. It is possible that some brokers may be unwilling to engage in
transactions of shares of CWYR Common Stock because of these added disclosure
requirements, which would make it more difficult for a stockholder to sell his
shares.

ITEM 2.     PROPERTIES

The Company's Paradox Basin Project consists of mineral interests in
approximately 64,000 gross leased acres (approximately 25,500 net leased acres)
in San Juan County in southeastern Utah. During fiscal 2001, the Company
obtained the Seismic Survey covering a 26 square mile portion of its Paradox
Basin leasehold position. Analysis of the data confirmed the existence of
drillable prospects previously identified by two dimensional ("2-D") seismic as
well as the identification of prospects not previously defined. Additionally,
the Seismic Survey confirmed that 3-D Vibroseis, a technique that is
considerably less expensive than the traditional dynamite energy source, can be
used effectively in many areas of the Paradox Basin Project.

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The Seismic Survey was located and conducted in an area where Pennsylvanian aged
prospects were previously identified by 2-D seismic. Many analog Pennsylvanian
fields produce in the Paradox Basin south of the Company's project area. Due to
the lack of sub-surface well control and complex geology, drilling these
prospects based on 2-D seismic entails significant risk. The Company obtained
the Seismic Survey to delineate prospects and to identify other potential
hydrocarbon formations. As a result of the Seismic Survey, several Pennsylvanian
prospects were delineated and two separate Pennsylvanian zones were identified
as being potentially productive. Additionally, two deeper Mississippian zone
locations were found to be prospective. Analysis of the seismic led to the
inference of closed carbonate structures and faulting in the Mississippian. The
Lisbon Field, a Mississippian carbonate unit less than 10 miles from the
Company's project area, has produced over 50 million barrels of oil and 580
billion cubic feet of gas. There can be no assurance that reserves will be found
at the Paradox Basin Project.

The Company is still evaluating its options with respect to the next phase of
Project development. See Management's Discussion and Analysis or Plan of
Operation.

ACREAGE

The following table sets forth the Company's approximate working interest in
undeveloped acreage, all of which is located in the central Paradox Basin, San
Juan County, Utah, at June 30, 2001:

                                          Undeveloped  Acreage
                                             Gross       Net
                                          ----------  ---------
                     Utah                   64,000     25,500

CWYR'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. CWYR
believes that its methods of investigating are consistent with practices
customary in the industry and that it has generally satisfactory title to its
leases.

PRODUCING WELLS

CWYR owned no productive oil and gas wells or developed acreage at June 30,
2001.

OTHER

During fiscal 2001 and 2000:

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 CWYR 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.

o    The Company sold no oil or gas.

ITEM 3.     LEGAL PROCEEDINGS

None.

                                      -8-

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

During the fiscal year covered by this Annual Report on Form 10-KSB, no matter
was submitted to a vote of CWYR's security holders through the solicitation of
proxies or otherwise.

                                      -9-

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                                     PART II


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

PRICE RANGE OF COMMON STOCK

The Common Stock was traded on the NASD's Over-the-Counter Bulletin Board System
(the "OTCBB") until November 20, 2001. There currently is no public trading
market for the Common Stock. 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 CWYR has been
minimal.


                  For the Quarter Ended        Low        High
                ---------------------------  ---------  --------
                September 30, 1999           $ .75      $   1.13
                December 31, 1999            $ .31      $   1.25
                March 31, 2000               $ .38      $   1.00
                June 30, 2000                $ .38      $   1.00
                September 30, 2000           $ .22      $   1.00
                December 31, 2000            $ .25      $    .66
                March 31, 2001               $ .28      $    .50
                June 30, 2001                $ .26      $    .75

The number of record holders of Common Stock of CWYR as of October 29, 2001, was
2,756. The closing price as of that date, as quoted by the OTCBB under the
symbol "CWYR," was $0.25.

No dividends have been declared to date by CWYR, nor does CWYR anticipate
declaring and paying cash dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

There were no sales of unregistered securities during fiscal 2001.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

UNCERTAINTY OF FORWARD-LOOKING INFORMATION

This annual report on Form 10-KSB includes statements that are not purely
historical and are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ from projected results.
Such statements address activities, events or developments that the Company
expects, believes, projects, intends or anticipates will or may occur,
particularly its ability to raise capital sufficient enough to repay outstanding
indebtedness, to fund its share of maintaining and marketing the Project and to
participate in future Paradox Basin activities, the Company's use of proceeds
from any financing or sale of its interest, the Company's beliefs regarding the
results of the Seismic Survey and the next phase of development, volatility of
Common Stock prices, anticipated lack of revenues, anticipated losses, plans to
market the Project to third parties and the effect of the application of certain
accounting rules. Factors that could cause actual results to differ materially
("Cautionary Disclosures") include, among others: general economic conditions,
the market price of oil and natural gas, concentration of the Company's
properties in a small area in the Paradox Basin, the strength and financial
resources of the Company's competitors, climatic conditions, environmental
risks, the results of financing efforts, regulatory developments and the factors
identified in ITEM 1 - BUSINESS - RISK FACTORS.  Many of such factors are beyond
the Company's ability to control or predict. All forward-looking statements
included or incorporated by reference in this Form 10-KSB are based on
information available to the Company on the date hereof. Although the Company
believes that the assumptions and expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct or that the Company will take any actions that may
presently

                                      -10-

<PAGE>

be planned. All forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Disclosures.

PLAN OF OPERATIONS

At November 30, 2001, the Company had no cash, no operations and no revenues.
These factors raise substantial doubts about the Company's ability to continue
as a going concern without raising significant additional capital.

In accordance with the terms of the Farmout Agreement, the Farmees have provided
interpreted seismic data to the Company, and the Company has, in turn, made
assignments of the respective leasehold ownership interests to the Farmees.
Based on the results of the Seismic Survey, the Company believes that
exploratory test wells are warranted on at least three prospects. As the Seismic
Survey covered less than one-third of CWYR's acreage position, the Company also
believes additional acreage should be surveyed. The Company and the Farmees plan
to present the Paradox Basin Project to qualified industry companies for the
purpose of determining the market value of the project and the terms on which an
industry partner might be brought into the Project. The Company believes that
the next phase of Project development is the drilling of an exploratory well on
the Project and conducting a seismic shoot on prospects not included in the
first shoot. No decision can be made regarding the next phase of development of
the Paradox Basin Project without the approval of CWYR and the Farmees holding
an aggregate 80 percent interest in the Paradox Basin Project. In addition to
the implications of the Farmout Agreement on the decision, the Company's current
lack of capital limits the options available to it.

The Company and the Farmees may elect to sell the Paradox Basin Project for cash
and to retain an overriding royalty interest in the Project. This option would
require the Company to raise capital sufficient to fund its share of the costs
of maintaining and marketing the Project, to pay its existing creditors and to
run day-to-day operations until the Project is sold. Alternatively, the Company
and the Farmees could enter into a farmout agreement with an industry partner
whereby the industry partner pays all the cost of one or more exploratory wells
and possibly a second seismic shoot. The Company would need to raise additional
capital sufficient to fund its share of the drilling of future exploratory and
development wells. Finally, the Company and the Farmees could decide to
participate in the drilling of the initial exploratory well and all future
drilling and seismic shoots. This third option would require extensive capital.

The Company plans to raise funds to meet its obligation to fund its 42.5 percent
share of the costs of maintaining the Paradox Basin Project leasehold (estimated
at $33,000 per year) and the costs of marketing the Project, to
repay the $110,000 borrowed under the Credit Agreement and due and payable in
full on September 28, 2001, and to pay existing accounts payable. If the Company
is not successful in raising additional capital to fund its short term needs,
the Company may have to liquidate and stockholders may suffer a complete loss of
their investment.

If the Company and the Farmees elect to sell the property, the Company intends
to use its share of the proceeds to pay outstanding obligations, including the
$110,000 due under the Credit Agreement and existing accounts payable. Remaining
proceeds, if any, may be used to purchase new oil and gas leases. If the joint
venture elects to enter into a farmout agreement with an industry partner or to
drill an exploratory well or wells, the Company would need significant
additional financing. If an industry partner is brought in to drill or if the
Company is not successful in raising additional capital, its interests in the
Project would be further reduced. The failure to raise additional capital could
also lead to forfeiture of the Company's interest in the Project.

EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and
SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. SFAS No. 141 also specifies criteria intangible
assets acquired in a purchase method business combination must meet to be
recognized and reported apart from goodwill, and establishes that any purchase
price allocable to an assembled workforce may not be accounted for separately.
SFAS No. 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also
requires that intangible assets with

                                      -11-

<PAGE>

definite useful lives be amortized over their respective estimated useful lives
to their estimated residual values, and reviewed for impairment in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. The Company does not expect to be affected
by either SFAS Nos. 141 or 142.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. The standard applies to legal obligations associated
with the retirement of long-lived assets that result from the acquisition,
construction, development and/or normal use of the asset.

SFAS No. 143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The fair value of the liability is added to
the carrying amount of the associated asset and this additional carrying amount
is depreciated over the life of the asset. The liability is accreted at the end
of each period through charges to operating expense. If the obligation is
settled for other than the carrying amount of the liability, the Company will
recognize a gain or loss on settlement.

While the Company presently has no assets that would be affected by SFAS No.
143, should producing wells be drilled on the Paradox Basin acreage, the
estimated abandonment cost of such wells could be subject to SFAS No. 143.
However, the financial statement impact cannot be estimated at present.

In August 2001, the FASB also approved SFAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS 144 replaces SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The
new accounting model for long-lived assets to be disposed of by sale applies to
all long-lived assets, including discontinued operations, and replaces the
provisions of APB Opinion No. 30, Reporting Results of Operations Reporting the
Effects of Disposal of a Segment of a Business, for the disposal of segments of
a business. SFAS 144 requires that those long-lived assets be measured at the
lower of carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. SFAS 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of SFAS 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001 and, generally, are to
be applied prospectively. At this time, the Company cannot estimate the effect
of this statement on its financial position, results of operations, or cash
flows.

In March 2000 the FASB adopted FASB Interpretation No. 44, Accounting for
Certain Transactions including Stock Compensation. Accordingly, beginning with
the first quarter of fiscal 2001, the Company was required to value any options
repriced subsequent to December 15, 1998 as if the options were granted pursuant
to a variable stock plan.

                                      -12-

<PAGE>

ITEM 7.     FINANCIAL STATEMENTS

                                                                         PAGE

Independent Auditor's Report.......................................       14

Consolidated Balance Sheet as of June 30, 2001.....................       15

Consolidated Statements of Operations for the Years Ended June 30,
2001 and June 30, 2000 and the Period from January 1, 1999 through
June 30, 2001......................................................       16

Consolidated Statements of Stockholders' Equity for the Years
Ended June 30, 2001 and June 30, 2000..............................       17

Consolidated Cash Flow Statements for the Years Ended June 30,
2001 and June 30, 2000 and the Period from January 1, 1999 through
June 30, 2001......................................................       18

Notes to the Consolidated Financial Statements.....................       19


                                      -13-

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Colorado Wyoming Reserve Company
Grand Junction, Colorado


We have audited the accompanying consolidated balance sheet of Colorado Wyoming
Reserve Company and subsidiary as of June 30, 2001, the related consolidated
statements of stockholders' equity for each of the years in the two-year period
ended June 30, 2001 and the consolidated statements of operations, and cash
flows for each of the years in the two-year period ended June 30, 2001 and the
period from January 1, 1999 to June 30, 2001. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Colorado Wyoming
Reserve Company and subsidiary as of June 30, 2001, and the results of their
operations and their cash flows for each of the years in the two-year period
ended June 30, 2001 and the period from January 1, 1999 to June 30, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring negative cash flows
from operations and has limited available funds. These items raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



HEIN + ASSOCIATES LLP


Denver, Colorado
October 10, 2001

                                      -14-

<PAGE>

                        COLORADO WYOMING RESERVE COMPANY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001


CURRENT ASSETS:
   Cash and cash equivalents                         $  72,711
   Accounts receivable                                   2,522
                                                     -----------
Total current assets                                    75,233

PROPERTY AND EQUIPMENT:
   Unproved oil and gas properties                      89,006
   Other property and equipment                         14,914
                                                     -----------
                                                       103,920

   Less accumulated depreciation, other property
    and equipment                                      (14,421)
                                                     -----------
      Net property and equipment                        89,499

   Other                                                 1,160
                                                     -----------
Total assets                                         $ 165,892
                                                     ===========


CURRENT LIABILITIES:
   Trade accounts payable                            $  53,333
   Other accrued liabilities                            15,928
   Related party payables:
      On account                                       210,655
      Note payable to joint venture                    130,509
                                                     -----------
Total current liabilities                              410,425

EQUITY
   Common Stock, $.01 par value: authorized--
        75,000,000 shares; issued and
        outstanding--10,607,694                        106,077
   Additional paid-in capital                        5,336,976
   Warrants                                            148,100
   Accumulated deficit:
      Before entering the development stage         (4,441,242)
      After entering the development stage          (1,394,444)
                                                     -----------
                                                    (5,835,686)
                                                     -----------
                                                     (244,533)
                                                     -----------
Total liabilities and equity                        $ 165,892
                                                     ===========

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

                                      -15-

<PAGE>

                        COLORADO WYOMING RESERVE COMPANY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Years Ended           Period From
                                           June 30,             January 1,
                                   -------------------------     1999 to
                                       2001         2000      June 30, 2001
                                   ------------------------- ---------------

REVENUES:                          $    -        $       -    $         -

EXPENSES:
   Exploration cost                  388,128        90,643        521,488
   Depreciation, depletion and
amortization                             536         3,226          5,900
   General and administrative        344,484       356,451        838,669
                                   ------------  -----------  ------------
Total expenses                       733,148       450,320      1,366,057
                                   ------------  -----------  ------------

Operating loss                      (733,148)     (450,320)    (1,366,057)

OTHER INCOME (EXPENSE)
   Interest income (expense)           7,384         4,879        (27,156)
   Loss on sale of assets                  -             -         (1,231)
                                   ------------  -----------  ------------
Loss before income taxes            (725,764)     (445,441)    (1,394,444)

Provision for income taxes                 -             -              -
   Net loss                       $ (725,764)   $ (445,441)  $ (1,394,444)
                                   ============  ===========  ============

   Basic and diluted loss per
share                              $   (0.07)    $   (0.04)
                                   ============  ===========

   Weighted average common
   shares outstanding             10,607,694    10,603,036
                                   ============  ===========


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

                                      -16-

<PAGE>

                        COLORADO WYOMING RESERVE COMPANY
                        (A DEVELOPMENT STAGE ENTERPRISE)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  JUNE 30, 2001

<TABLE>
<CAPTION>
                             Common Stock                              Additional
                         ---------------------            Subscription   Paid-In   Accumulated
                           Shares    Par Value  Warrants   Receivable    Capital     Deficit        Total
                         ----------  ---------  ---------   ---------  ----------  ------------   ---------
<S>                      <C>         <C>        <C>         <C>        <C>         <C>            <C>
BALANCE, JUNE 30, 1999   10,552,694  $105,527   $148,100    $(78,500)  $5,254,276  $(4,664,481)   $764,922

Stock option exercise        55,000       550          -           -        8,700            -       9,250
 Sale of common stock             -         -          -      78,500            -            -      78,500
Net (loss) for the year
 ended June 30, 2000              -         -          -           -            -     (445,441)   (445,441)
                         ----------  --------   --------   ---------   ----------  ------------  ----------
BALANCE, JUNE 30, 2000   10,607,694  $106,077   $148,100   $       -    5,262,976   (5,109,922)    407,231

Equity as compensation            -          -         -           -       74,000            -      74,000
Net (loss) for the year
 ended June 30, 2001              -          -         -           -            -     (725,764)   (725,764)

                         ----------  --------   --------   ---------   ----------  ------------  ----------
BALANCE, JUNE 30, 2001   10,607,694  $106,077   $148,100   $       -   $5,336,976  $(5,835,686)  $(244,533)
                         ==========  ========   ========   =========   ==========  ============  ==========
</TABLE>


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

                                      -17-

<PAGE>

                        COLORADO WYOMING RESERVE COMPANY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        CONSOLIDATED CASH FLOW STATEMENTS
<TABLE>
<CAPTION>
                                                              Years Ended         Period From
                                                                June 30,           January 1,
                                                       -------------------------     1999 to
                                                           2001         2000      June 30, 2001
                                                       ------------------------- ---------------
<S>                                                    <C>           <C>          <C>
Cash flows from operating activities:
Net loss                                               $(725,764)    $(445,441)   $(1,394,444)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depletion, depreciation and amortization                  536         3,226          5,900
   Loss on asset sale                                          -             -          1,231
   Amortization  of note payable discount                      -             -         35,000
   Loss from joint venture investment                    361,767             -        361,767
   Equity issued as compensation                          74,000             -         95,600

   Changes in current assets and liabilities:
     Receivables                                          (2,522)        2,144            604
     Payables                                            121,646       105,823         63,669
     Other                                                   340         1,724          2,064
                                                     ------------   -----------   ------------
Net cash (used in) operating activities                 (169,997)     (332,524)      (828,609)

Cash flows from investing activities:
   Additions to unproved properties                      (53,776)      (19,205)       (72,980)
   Unproved property cost recovery                       165,767        24,000        189,767
   Asset purchases                                             -        (1,268)        (1,269)
   Proceeds from asset sale                                    -             -         (2,354)
                                                     ------------   -----------   ------------
Net cash provided by investing activities                 111,991         3,527        113,164


Cash flows from financing activities:
   Sale of common stock                                        -        87,750        784,456
   Borrowings under credit agreement                     130,509             -        130,509
   Repayment of note payable                                   -             -       (130,000)
                                                     ------------   -----------   ------------
Net cash provided by financing activities                130,509        87,750        784,965
                                                     ------------   -----------   ------------

Net increase (decrease) in cash and equivalents           72,503      (241,247)        69,520
Cash and equivalents at beginning of period                  208       241,455          3,191
                                                     ------------   -----------   ------------

Cash and equivalents at end of period                  $  72,711     $     208    $    72,711
                                                     ============   ===========   ============
</TABLE>


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

                                      -18-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      ORGANIZATION AND NATURE OF OPERATIONS:

      Colorado Wyoming Reserve Company (the "Company" or "CWYR") is an oil and
      natural gas exploration company with a geographical focus in the Rocky
      Mountain region of the western United States. The Company's primary
      objective is the acquisition of interests in undeveloped oil and gas
      properties, and the location and development of economically attractive
      accumulations of hydrocarbons in such properties through the use of a
      highly-integrated, interpretive approach to the application of 3-D
      geophysical data (seismic data acquired and processed to yield a
      three-dimensional picture of the subsurface). The Company's acquisitions
      of undeveloped oil and gas properties are accomplished primarily by the
      acquisition of direct mineral leasehold interests from private, state and
      federal lands.

      The Company is currently focusing its exploratory efforts in the central
      Paradox Basin areas of southeastern Utah (the "Paradox Basin Project").
      The Company has no revenues and continues to incur certain general and
      administrative expenses and obligations related to the Paradox Basin
      Project.

      As more fully discussed in Note 3, on September 28, 2000, the Company
      entered into a Farmout Agreement with ST Oil Company ("ST Oil"), FM
      Energy, LLC, (whose rights and interests were subsequently assigned to
      Moore Energy LLC ("Moore Energy") and The Shoreline Companies
      ("Shoreline") (collectively, "the Farmees"). The Farmout Agreement was
      entered into for the purpose of having a 3-D seismic survey (the
      "Seismic Survey") conducted on the Paradox Basin Project. The Seismic
      Survey was completed in August 2001.

      GOING CONCERN:

      The Company currently has no revenue source and continues to incur
      obligations with respect to certain general and administrative items and
      maintenance cost of its Paradox Basin Project acreage. Accordingly, there
      is substantial doubt about the Company's ability to continue as a going
      concern. There is no assurance that the Company will be successful in
      raising additional capital and failure to do so could result in the
      liquidation of the Company.

      The financial statements do not include any adjustments that might result
      from the outcome of this uncertainty.

      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:

      The Company currently has no material trade receivables. Historically,
      however, substantially all of the Company's trade receivables were within
      the oil and gas industry, primarily from purchasers of oil and gas and
      joint venture participants, and collectibility has been dependent upon the
      general economic conditions of the industry. The receivables were not
      collateralized.

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

                                      -19-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      OIL AND GAS 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.

      Should the Company own producing properties in the future, it will test
      for impairment of those 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. Depletion,
      depreciation and amortization ("DD&A") of capitalized costs of proved oil
      and gas properties will be 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.

      For financial reporting purposes, during fiscal 2001 the Company
      recognized its pro rata share of the expenses (primarily exploration
      costs) incurred by the Farmees pursuant to the Farmout Agreement.
      Undeveloped acreage cost was reduced by the amount of such expenses.

      Exploration costs are comprised of delay lease rentals and the Seismic
      Survey costs. Delay rentals were paid at 100 percent by the Company during
      fiscal 2000 and the first quarter of fiscal 2001. From the date of the
      Farmout Agreement (September 2000) through June 30, 2001, CWYR recognized
      its pro rata share (50 percent until February 2000 and thereafter 42.5
      percent) of delay rentals. Additionally, during fiscal 2001, the Company
      recognized as exploration costs its pro rata share of Seismic Survey costs
      incurred by the Farmees.

      OTHER PROPERTY AND EQUIPMENT:

      Other property and equipment is depreciated using the straight line method
      over the estimated useful life of the property.

      PRINCIPLES OF CONSOLIDATION:

      The consolidated financial statements include the accounts of the
      Company's wholly-owned subsidiary, Shoreline Resources Company, Inc.
      Inter-company transactions and accounts are eliminated in consolidation.

      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.

                                      -20-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      STOCK OPTIONS:

      As permitted under the Statement of Financial Accounting Standards
      ("SFAS") No. 123, Accounting for Stock-Based Compensation, the Company
      accounts for its stock-based compensation for options issued to
      employees and directors in accordance with the provisions of
      Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
      Issued to Employees. As such, compensation expense is recorded on the
      date of grant only if the current market price of the underlying stock
      exceeded the exercise price. Certain pro forma net income and EPS
      disclosures for employee stock option grants are also included in the
      notes to the financial statements as if the fair value methods as
      defined in SFAS No. 123 had been applied. Transactions in equity
      instruments with non-employees for goods or services are accounted for
      by the fair value method.

      In March 2000 the Financial Accounting Standards Board ("FASB") adopted
      FASB Interpretation No. 44, Accounting for Certain Transactions including
      Stock Compensation. Accordingly, beginning with the first quarter of
      fiscal 2001, the Company has been required to value any options repriced
      subsequent to December 15, 1998 as if the options were granted pursuant to
      a variable stock plan.

      COMPREHENSIVE INCOME:

      The Company has adopted SFAS No. 130,  Reporting  Comprehensive  Income.
      SFAS No. 130  establishes  new rules for the  reporting  and  display of
      comprehensive  income and its components;  however,  it has no impact on
      the Company's net loss or stockholders' equity.

      NET LOSS ATTRIBUTABLE TO COMMON SHARES:

      The Company has adopted SFAS 128, Earnings per Share. SFAS 128 requires
      the presentation of basic and diluted earnings per share. Basic earnings
      per share are calculated by dividing income available to common
      shareholders by the weighted average number of common shares outstanding.
      Diluted earnings per share is calculated by taking into account all
      potentially dilutive securities. The Company has not included potentially
      dilutive securities consisting of options and warrants to purchase 3.09
      million shares and 2.89 million shares in 2001 and 2000, respectively,
      because they would be anti-dilutive.

      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.

      Significant estimates made by CWYR include the ultimate realization of the
      cost of the Company's unproved oil and gas properties. Depending on the
      results of its Paradox Basin Project, the Company's estimate as to the
      realization of the unproved property cost could materially change.

      RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:

      In July 2001, the FASB issued SFAS No. 141, Business Combinations, and
      SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires
      that the purchase method of accounting be used for all business
      combinations initiated after June 30, 2001. SFAS No. 141 also specifies
      criteria intangible assets acquired in a purchase method business
      combination must meet to be recognized and reported apart from goodwill,
      and establishes that any purchase price allocable to an assembled
      workforce may not be accounted for separately. SFAS No. 142 requires that
      goodwill and intangible assets with indefinite useful lives no longer be
      amortized, but instead tested for impairment at least annually in
      accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires
      that intangible assets with definite useful lives be amortized over their
      respective estimated useful lives to their estimated residual values, and
      reviewed for

                                      -21-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      impairment in accordance with SFAS No. 121, Accounting for
      the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
      Disposed Of. At present, The Company does not have any mergers or
      acquisitions under consideration so it is anticipated that neither SFAS
      Nos. 141 or 142 will affect the Company.

      In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
      Retirement Obligations, which addresses financial accounting and reporting
      for obligations associated with the retirement of tangible long-lived
      assets and the associated asset retirement costs. The standard applies to
      legal obligations associated with the retirement of long-lived assets that
      result from the acquisition, construction, development and/or normal use
      of the asset.

      SFAS No. 143 requires that the fair value of a liability for an asset
      retirement obligation be recognized in the period in which it is incurred
      if a reasonable estimate of fair value can be made. The fair value of the
      liability is added to the carrying amount of the associated asset and this
      additional carrying amount is depreciated over the life of the asset. The
      liability is accreted at the end of each period through charges to
      operating expense. If the obligation is settled for other than the
      carrying amount of the liability, the Company will recognize a gain or
      loss on settlement.

      While the Company presently has no assets that would be affected by SFAS
      No. 143, should producing wells be drilled on the Paradox Basin Project
      acreage, the estimated abandonment cost of such wells could be subject to
      SFAS No. 143. However, the financial statement impact cannot be estimated
      at present.

      In August 2001, the FASB also approved SFAS 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets SFAS 144 replaces SFAS 121,
      Accounting for the Impairment of Long-Lived Assets and for Long-Lived
      Assets to Be Disposed Of. The new accounting model for long-lived assets
      to be disposed of by sale applies to all long-lived assets, including
      discontinued operations, and replaces the provisions of APB Opinion No.
      30, "Reporting Results of Operations Reporting the Effects of Disposal of
      a Segment of a Business," for the disposal of segments of a business. SFAS
      144 requires that those long-lived assets be measure at the lower of
      carrying amount or fair value less cost to sell, whether reported in
      continuing operations or in discontinued operations. Therefore,
      discontinued operations will no longer be measured at net realizable value
      or include amounts for operating losses that have not yet occurred. SFAS
      144 also broadens the reporting of discontinued operations to include all
      components of an entity with operations that can be distinguished from the
      rest of the entity and that will be eliminated from the ongoing operations
      of the entity in a disposal transaction. The provisions of SFAS 144 are
      effective for financial statements issued for fiscal years beginning after
      December 15, 2001 and, generally, are to be applied prospectively. At this
      time, the Company cannot estimate the effect of this statement on its
      financial position, results of operations, or cash flows.

2.    INCOME TAXES

      No tax benefits from the losses incurred during fiscal 2001 and 2000 were
      recognized due to the substantial uncertainty as to their eventual
      utilization.

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


                                                   Percent of Pretax (Loss)
                                                   ------------------------
                                                        2001       2000
                                                      -------    -------
       Federal statutory rate                          (34)%      (34)%
       State income taxes                               (3)%       (3)%
       Change in valuation allowance                      8%        14%
       Expiration of prior year loss carryforwards       29%        23%

                                                      -------    -------
          Effective rate                                 --         --
                                                      =======    =======

      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

                                      -22-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      temporary differences and carryforwards giving rise to the Company's
      deferred tax assets and liabilities at June 30, 2001 and 2000 are as
      follows:


<TABLE>
<CAPTION>
                                                             June 30,    June 30,
                                                               2001        2000
                                                           -----------  ----------
<S>                                                        <C>           <C>
      Deferred tax assets:

        Net operating loss and tax credit carryforwards    $1,156,000    $ 968,000

        Valuation allowance                                (1,156,000)    (968,000)
                                                           -----------   ----------
          Net deferred tax assets                          $       --    $      --
                                                           ===========   ==========
</TABLE>

       SFAS No. 109, Accounting for Income Taxes, 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 $193,000 in fiscal 2001 and, due to expiring net operating loss
       carryforwards, decreased it by $243,000 in fiscal 2000.

       At June 30, 2001, the Company had tax basis net operating loss carry
       forwards available to offset future taxable income of $2.8 million, which
       expire from 2001 to 2015. Of that amount, approximately $1.8 million can
       never be used by the Company and the usage of approximately $200,000 is
       limited to certain maximum yearly amounts over a 14-year period, as a
       result of the changes in control occurring during fiscal 1999 and 1998.

3.    COMMITMENTS, CONTINGENCIES AND RELATED PARTY TRANSACTIONS

      Effective January 1, 1998, 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 performs certain management
      functions for the Company. Trinity bills for its services on an hourly
      basis, receives a flat fee of $1,100 per month (formerly $3,000 per month)
      and is reimbursed for third party expenses. The Trinity Agreement
      continues on a month-to-month basis, terminable upon 60 days written
      notice by either party. J. Samuel Butler, a member of the Board of
      Directors of the Company, currently serves as President of Trinity and
      owns approximately 24 percent of Trinity through his ownership of Butler
      Resources, LLC. In connection with certain additional services provided to
      the Company by Trinity as part of the merger with Shoreline Resource
      Company, Inc. on January 22, 1998 the Company issued to Trinity 25,000
      restricted shares of Common Stock as well as a warrant to purchase up to
      100,000 shares of the Company's Common Stock at an exercise price of $1.50
      per share, subsequently repriced to $.10 per share in May 1999.

      The Company entered into an employment contract with its president, Mr.
      Kim M. Fuerst on October 1, 1996 pursuant to which Mr. Fuerst received a
      salary of $10,000 per month and was granted incentive stock options to
      purchase up to 500,000 shares of the Company's Common Stock at an exercise
      price of $1.00 per share (repriced to $.25 per share in May 1999). The
      contract is renewed automatically for succeeding periods of one year
      unless terminated. The contract may be terminated by Mr. Fuerst upon 90
      days prior written notice to the Company, and by the Company without prior
      notice to Mr. Fuerst, if for Cause (as defined in the contract). The
      Company's salary obligation to Mr. Fuerst of $10,000 per month for the
      months of June through October 1998 was extinguished in connection with
      the purchase by FM Energy (of which Mr. Fuerst owns 50 percent) of the
      Company's properties located in North Dakota. The satisfaction of the
      Company's salary obligation for such months served as partial
      consideration for the purchase. Mr. Fuerst determined to forego his salary
      during the months of November and December 1998, and January

                                      -23-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      through April 1999. In May 1999, Mr. Fuerst's salary was reduced to
      $5,000 per month pursuant to an amendment to his employment agreement.
      During July 1999, the Company granted Mr. Fuerst an incentive stock
      option pursuant to the Equity Incentive Plan, to purchase 500,000
      shares of Common Stock at an exercise price of $.75 per share
      (determined to be at least 110 percent of the fair market value at the
      date of grant). The option has a five year life and is exercisable as
      of the date of grant.

      On April 29, 1999, the Company entered into a Letter Agreement with F.
      Robert Tiddens, a director and stockholder of the Company. Pursuant to the
      terms of this agreement, the retainer fee due Mr. Tiddens under the Merger
      Agreement, dated February 6, 1998, was reduced to $27,000, payable within
      five (5) days of the effective date of the agreement. Mr. Tiddens agreed
      to solicit industry partners for the Company for the sum of $40 per hour
      plus reasonable expenses. In addition, the agreement stated that if Mr.
      Tiddens or others successfully consummated for the Company a sharing
      arrangement, defined as any arrangement that will significantly enhance
      the value of the Paradox Project such as a seismic survey and/or a
      drilling commitment, the Company would assign to Mr. Tiddens an overriding
      royalty interest of one percent of 8/8ths on all acreage subject to the
      resulting agreement. The Board agreed to transfer a one percent overriding
      royalty interest as a result of the Company's entering into the Farmout
      Agreement (discussed below and in Note 1) in satisfaction of the
      agreement. Effective September 22, 2000, the consulting agreement with Mr.
      Tiddens was terminated.

      Mr. Fuerst made advances on behalf of the Company in the form of
      interest-free loans of $6,086 and $32,200 in fiscal  2001 and 2000,
      respectively.

      On September 28, 2000, the Company entered into a Farmout Agreement,
      effective September 22, 2000, with the Farmees. Certain directors and
      stockholders of the Company are directors, officers and controlling
      stockholders of the Farmees.

      Pursuant to the terms of the Farmout Agreement, the Company assigned 50
      percent of its mineral working interests in and to certain oil and gas
      leases and seismic options covering approximately 64,000 gross leased
      acres (approximately 25,500 net leased acres) of land located in the
      Paradox Basin Project in San Juan County, Utah, to the Farmees. Prior to
      commencement of the Seismic Survey, the Company sold an additional 7.5
      percent of its mineral working interests to the Farmees in February 2001
      for $150,000. The purchase price was determined using the same valuation
      of the Paradox Basin Project as was used in the Farmout Agreement. The
      cost of completing, processing and interpreting the Seismic Survey of
      approximately $1.1 million was borne by the Farmees. The Farmout Agreement
      requires the Company to bear its 42.5 percent share of the costs of
      maintaining the Paradox Basin Project leasehold.

      The Farmout Agreement also establishes an area of mutual interest (the
      "AMI") for a term of ten years from the effective date of the Farmout
      Agreement. If during the ten-year term, any party to the Farmout Agreement
      acquires an oil or gas leasehold interest in the AMI, that party must give
      all other parties the opportunity to participate.

      In September 2000, the Company entered into a Credit Agreement with the
      Farmees. The Credit Agreement established an unsecured revolving line of
      credit for the Company in an aggregate principal amount of $110,000.
      Amounts borrowed under the Credit Agreement bear interest at the rate of 8
      percent per annum. At June 30, 2001, the Company had a balance owing the
      Farmees of $130,509. During July 2001, the Company repaid $20,509 of the
      amount borrowed, reducing the balance owing to the $110,000 specified in
      the Credit Agreement.  The note was due and payable in full on
      September 28, 2001, and remains unpaid as of November 30, 2001.

      Prior to the Farmout Agreement described above, in April 2000 the Company
      had entered into an Option Agreement with ST Oil and Edwards Energy
      Corporation, a Letter of Intent with FM Energy and a Letter of Intent with
      Shoreline, which agreements contemplated a joint venture arrangement to be
      established by all the parties similar to the arrangement set forth in the
      Farmout Agreement and the Credit Agreement described herein. Pursuant to
      the terms of the Option Agreement, the Company was paid $24,000 during the
      last quarter of fiscal 2000 for the option. The option and the letters of
      intent expired according to their terms on August 30, 2000.

                                      -24-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      The Farmout Agreement and the Credit Agreement reflect the final agreement
      of the parties regarding the acquisition by ST Oil, FM Energy, and
      Shoreline of an aggregate 50.0 percent of the Company's working interests
      in certain leases and seismic options in exchange for providing the
      Company with a seismic survey of certain acreage covered by such leases
      and options.

4.    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
      approved by stockholders at the Company's 1997 annual meeting. On February
      11, 1998, the Equity Plan was amended to delete the automatic six-month
      vesting requirement for options granted thereunder to allow the Board of
      Directors or committee broad discretion in determining such requirements.

      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 five years or 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 shares.

      The following is a summary of the Company's option and warrant activity
      for the years ended June 30, 2001 and June 30, 2000:

<TABLE>
<CAPTION>
                                                          June 30, 2001         June 30, 2000
                                                     --------------------   --------------------
                                                                Weighted                Weighted
                                                      Options   Average       Options   Average
                                                        and     Exercise        and     Exercise
                                                      Warrants   Price       Warrants    Price
                                                     --------------------   --------------------
<S>                                                   <C>         <C>        <C>          <C>
         Options outstanding, beginning of year       2,890,000   $0.31      2,445,000    $0.20
         Granted
           Exercise price same as market price          200,000   $0.343            --       --
           Exercise price less than market price             --      --             --       --
           Exercise price greater than market price          --      --        500,000    $0.75
         Expired                                             --      --             --       --
         Exercised                                           --      --        (55,000)   $0.17
                                                     ----------             ----------
         Options outstanding, end of year             3,090,000   $0.31      2,890,000    $0.31
                                                     ====================   ====================
         Exercisable at end of year                   3,090,000   $0.31      2,890,000    $0.31
                                                     ====================   ====================
</TABLE>

                                      -25-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


       Information on options and warrants outstanding at June 30, 2001:

                       Options and         Weighted         Options and
                          Warrants          Average            Warrants
        Exercise       Outstanding      Contractual         Exercisable
         Price         June 30, 2001           Life       June 30, 2001
      -------------    ------------   --------------   -----------------
         $0.10             500,000             5.84             500,000
         $0.25           1,890,000             5.81           1,890,000
         $0.34             200,000             4.59             200,000
         $0.75             500,000             3.04             500,000
                       ------------                    -----------------
                         3,090,000             5.29           3,090,000
                       ============                    =================

       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
       and for shares issued to nonemployees. 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
       all options was estimated at the date of grant using the Black-Scholes
       option pricing model with the following weighted-average assumptions.

<TABLE>
<CAPTION>
                                                              Years Ended June 30,
                                                         -----------------------------
                                                              2001              2000
                                                         ------------      -----------
<S>                                                        <C>               <C>
        Risk free interest rate                               5.0%              6.2%
        Volatility factor                                     497%              414%
        Dividend yield                                         0%                0%
        Expected term of options                           five years        five years
        Weighted average fair value of options granted:
          Exercise price same as market price                $0.37              n.a.
          Exercise price less than market price               n.a.              n.a.
          Exercise price greater than market price            n.a.             $0.66
</TABLE>

       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.

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

                                                 for the Years Ended June 30,
                                            ------------------------------------
                                                  2001                 2000
                                            ----------------       -------------
        Net loss as reported                  $ (725,764)           $ (445,441)
        Pro forma                             $ (725,764)           $ (777,299)

        Basic  loss per share as reported     $    (0.07)           $    (0.04)
        Pro forma                             $    (0.07)           $    (0.07)

                                      -26-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


       In February 2001, the company issued 200,000 options to two nonemployee
       directors exercisable at $0.343 per share, the market price on the date
       of grant. For financial reporting purposes, these shares were fair valued
       under the Black Scholes Option Valuation Model, and the Company recorded
       an expense of $74,000 related to the issuance of the options.

5.    SUPPLEMENTAL OIL AND GAS INFORMATION

       Capitalized costs relating to oil and gas activities at June 30, 2001 and
       2000 are as follows:

                                               2001          2000
                                            ----------    ----------
        Unproved oil and gas properties      $ 89,006      $ 562,764

       Costs incurred in oil and gas property acquisition, exploration, and
       development activities for the years ended June 30, 2001 and 2000 are as
       follows:

                                               2001          2000
                                            ----------    ----------
        Acquisition of unproved properties   $ 53,776      $  19,205

      The Company had no oil and gas sales during the years ended June 30, 2001
      and 2000. As such, it had no results of operations for oil and gas
      producing activities during each of those periods.

      RESERVES (UNAUDITED)

      The Company had no proved oil and gas reserves at June 30, 2001 and 2000.

                                      -27-

<PAGE>

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

There were no changes in accountants or disagreements between the Company and
its accountants on any matter of accounting principles, practices or financial
statement disclosure during the fiscal year ended June 30, 2001

                                      -28-

<PAGE>


                                    PART III
ITEM 9.     DIRECTORS AND  EXECUTIVE  OFFICERS OF THE  REGISTRANT;  COMPLIANCE
            WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and titles of the Company's sole
executive officer and the members of the Board of Directors of the Company.

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

Kim M. Fuerst                  50        President, Chief Executive Officer,
                                         Treasurer, Secretary and Director

J. Samuel Butler               56        Director

John F. Greene                 61        Director

F. Robert Tiddens              47        Director

Rafiq A. Sayed                 47        Director

Dr. Syed A. Daud               37        Director


KIM M. FUERST has been President, Chief Executive Officer and Director since
September 1996, and Treasurer and Chief Financial and Accounting Officer since
October 17, 1997. From 1994 to 1996 he was a Vice President and head of the
energy group of Van Kasper and Company, an investment banking firm. From 1989 to
1994 he served in various capacities at Great Northern Gas Company including
Vice President of Finance and as a Director. From 1982 to 1990 he was President
and Chief Operating Officer of Karen Oil Company which, during this period,
drilled over 100 wells and operated those wells that were producing wells. Over
the past 25 years he has worked in a variety of energy related positions, both
as an independent producer and as an investment banker.

J. SAMUEL BUTLER has been a Director of the Company since September 1996. Mr.
Butler formed Trinity Petroleum Management, LLC and ST Oil Company in 1996 and
serves as President and Chief Executive Officer of both companies. During 1998,
Mr. Butler was instrumental in organizing Professional Energy Advisors, LLC, and
serves on the Board of Managers thereof. In addition, he was a member of the
Board of Directors of Greystone Energy, Inc., a Colorado corporation, from 1998
until 2000. From 1989 to 1994, he served as a director, President and Chief
Executive Officer of Sterling Energy Corp. and the Chief Executive Officer of
Sheffield Exploration Company, Inc. from September 1990 to May 1996. Also during
the period of September, 1989 to December, 1994, Mr. Butler was a founding
principal in Petrie Parkman & Co., an investment banking firm specializing in
upstream energy financing. Previously, he was President and Chief Operating
Officer of Columbus Energy Corp. (Denver, Colorado) from 1985 to 1989, and to
served as a director at Columbus until its sale in 2000. Mr. Butler joined the
predecessor of Columbus, Consolidated Oil and Gas, Inc., in 1974 and held the
position of Vice President of Exploration, Senior Vice President of Oil and Gas
Operations and Executive Vice President and Chief Operating Officer. After
receiving a degree in Petroleum Engineering from the Colorado School of Mines,
Mr. Butler pursued graduate studies in the field of Mineral Economics at that
institution. He is a past director of the Independent Petroleum Association of
America and past director of the Independent Petroleum Association of the
Mountain States.

DR. SYED ASLAM DAUD has been a Director of the Company  since  December  1998.
Dr. Daud is currently Vice President,  Investor Relations &  Communications of
Sayed  Consulting  Inc. in Toronto,  Ontario,  Canada,  a position he has held
since  January  1996.  During  a  nine-month  period  from  December  1997  to
September of 1998,  Dr. Daud was also an Investor Relations and Communications
officer of Trivalence Mining  Corporation.  Prior to joining Sayed Consulting,
Inc., he worked from September  1990 to October 1995 in various  capacities at
Shoppers  Drug Mart and  Shoppers  Home  Health  Care (a  division  of Iamsco,
Inc.),  including Pharmacy System Trainer and Corporate  Manager.  Since 1994,
Dr. Daud   has  served  as   national   President   of  a   non-profit   youth
organization.

                                      -29-

<PAGE>

Dr. Daud received his M.B.B.S. degree in Medicine and Surgery from Dow Medical
College, University of Karachi, Pakistan.

JOHN F. GREENE has been a Director of the Company since February 1998. Mr.
Greene has over 25 years experience in the oil and gas exploration and
production industry. Since 2000, Mr. Greene has been a director and a member of
The Shoreline Companies LLC, a Company he co-founded in September 2000. From
1985 until his retirement in 1995, Mr. Greene served as executive vice president
of worldwide exploration and production for the Louisiana Land and Exploration
Company, where he served on the board of directors from 1989 until his
retirement. From 1981 to 1985, Mr. Greene was president and chief executive
officer for Milestone Petroleum and then executive vice president of exploration
for Meridian Oil and Gas Company via its merger with Milestone. He began his
career at Continental Oil Company holding various positions including director
of exploratory projects for onshore and offshore offices and a division
exploration manager for the western United States.

RAFIQ A. SAYED has been a Director of the Company since September 1998. Since
May 2000, Mr. Sayed has worked for EMC Corporation as a Vice President. From
October 1999 through April 2000, Mr. Sayed was a consultant for the utility
industry. From 1997 to October 1999, Mr. Sayed served as Vice President of
Engineering for ADC Telecom. From 1981 to 1997, Mr. Sayed was with Nortel
Technology in various positions, most recently as Senior Director. He served on
the Board of Directors of Meteor Industries, Inc., a position he held from April
1996 until September 1998. Mr. Sayed graduated from Southbank College in London,
England in 1975 with an H.N.D. in Electrical/Electronic Engineering. He also
attended Essex University in London, England where he was enrolled in an
advanced computer science program.

F. ROBERT TIDDENS has been a Director of the Company since February 1998. Mr.
Tiddens has over 25 years experience in oil and gas exploration, production and
acquisition activities in all producing states in the continental United States.
Since 2000, Mr. Tiddens has been president and managing member of The Shoreline
Companies LLC, a Company he co-founded in September 2000. From 1995 to 2000, he
was President and Chief Executive Officer of Shoreline Resource Company, Inc., a
Denver based private oil and gas exploration concern he founded and subsequently
merged into a subsidiary of the Company in February 1998, at which time he
became a director of the Company. From 1990 to 1995, Mr. Tiddens was a
consultant advising client companies in all facets relating to the oil and gas
industry. Prior thereto, Mr. Tiddens was Vice President of Land & Acquisitions
for Presidio Oil Company, a rapidly-growing American Stock Exchange Company
based in Denver and New York. Mr. Tiddens is a graduate of the University of
Wisconsin with a finance/economics degree.

All directors of the Company serve one year terms and hold office until the next
annual meeting of stockholders and until their respective successors are duly
elected and qualified. Mr. Sayed and Dr. Daud were selected to serve on the
Board of Directors pursuant to certain agreements between the Company and The
James E. Moore Revocable Trust, u/d/t dated July 28, 1994 (the "Trust") in
connection with a loan from the Trust to the Company, and an extension of the
repayment due date of such loan. Officers of the Company serve at the discretion
of the Board of Directors and until the next annual meeting of directors of the
Company.

COMMITTEES AND MEETINGS

During the fiscal year ended June 30, 2001, the Board of Directors held four
meetings. The Board of Directors of the Company has no established committees to
which it has delegated any authority.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company's directors, executive officers and persons who are beneficial
owners of more than ten percent of the Company's Common Stock are required to
file reports of their holdings and transactions in Common Stock with the
Commission and to furnish the Company with such reports. Based solely upon
written representations it has obtained from certain of these persons, the
Company believes that, for the fiscal year ended June 30, 2001, Dr. Daud and Mr.
Sayed have each failed to file a Form 5 to report the grant of an option.

                                      -30-

<PAGE>

ITEM 10.    EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid for each of the
Company's last three fiscal years by the Company to its chief executive officer.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       Annual Compensation     Long Term Compensation Awards
                                       -------------------   --------------------------------
                                                                        Awards
                                                             --------------------------------
  Name and Position(1)          Year        Salary ($)       Securities Underlying Options(#)
-----------------------        ------  ------------------    --------------------------------
<S>                             <C>             <C>                  <C>
Kim M. Fuerst                   2001            60,000                    --
Chief Executive Officer,        2000            60,000               500,000
President, Treasurer            1999            50,000(2)(3)         500,000(4)
and Secretary
</TABLE>

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

(1) The Company had no other executive officer during the fiscal year ended June
    30, 2001.
(2) Mr. Fuerst determined to forego his monthly salary of $10,000 for the months
    of November and December 1998, and January through April 1999, and received
    $5,000 per month for each of May and June 1999 in accordance with an
    amendment to his employment agreement.
(3) Includes $40,000 in fiscal 1999 of salary obligation of the Company to Mr.
    Fuerst extinguished as partial payment for the purchase of the Company's
    North Dakota properties by FM Energy, LLC, of which Mr. Fuerst owns 50
    percent. See Item 12.
(4) The options shown were originally granted in 1996. On May 17, 1999, the
    options were repriced to $0.25 per share.

There were no stock option grants to the Company's executive officer during
fiscal 2001. The Company does not grant stock appreciation rights.

STOCK OPTION AND INCENTIVE PLAN

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 approved by
stockholders at the Company's 1997 annual meeting. On February 11, 1998, the
Equity Plan was amended to delete the automatic six-month vesting requirement
for options granted thereunder to allow the Board of Directors or committee
broad discretion in determining such requirements.

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
five years or ten years; the actual term and any vesting requirements are set at
the discretion of the Board of Directors or a Committee thereof.

A total of 2,500,000 shares of Common Stock have been reserved for issuance
under the Equity Plan, subject to adjustments to reflect changes in the
Company's capitalization resulting from stock splits, stock dividends and
similar events. To date, options to purchase 2,310,000 shares have been granted
under the Equity Plan. A total of 500,000 shares have been reserved for issuance
under the ISO Plan. Both plans are currently administered by the Board of
Directors, but may be administered by a committee appointed by the Board.

The following table shows the number of shares covered by all exercisable and
unexercisable stock options held by the named executive officer as of June 30,
2001, as well as the value of unexercised "in the money" options at such date.
No stock options were exercised by the named executive officer during the last
fiscal year.

                                      -31-

<PAGE>

           AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

                           Number of Securities      Value of Unexercised In the
                          Underlying Unexercised        Money Options/SARs at
    Name                  Options/SARs At FY-End              FY-End
                                    (#)               Exercisable/Unexercisable
                          Exercisable/Unexercisable
----------------------    -------------------------  ---------------------------

Kim M. Fuerst                 1,000,000/0                    $150,000/0 (1)

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

(1) Amount shown represents aggregated fair market value based upon the closing
    price on June 30, 2001, of $0.55 per share less the exercise price of $0.25
    per share for 500,000 shares of the unexercised in-the-money options held.
    Actual gains, if any, on exercise will depend on the value of the Common
    Stock on the date of exercise.

EMPLOYMENT CONTRACTS

The Company entered into an employment contract with Mr. Fuerst on October 1,
1996 pursuant to which Mr. Fuerst received a salary of $10,000 per month and was
granted incentive stock options to purchase up to 500,000 shares of Common Stock
at an exercise price of $1.00 per share (repriced to $.25 per share in May
1999). The contract is renewed automatically for succeeding periods of one year
unless terminated. The contract may be terminated by Mr. Fuerst upon 90 days
prior written notice to the Company, and by the Company without prior notice to
Mr. Fuerst, if for Cause (as defined in the contract). In May 1999, Mr. Fuerst's
employment agreement was amended to reduce his salary to $5,000 per month. See
Item 12 - "Certain Relationships and Related Transactions."

COMPENSATION OF DIRECTORS

On February 2, 2001, Rafiq Sayed and Dr. Daud, directors of the Company, were
granted options to purchase 150,000 shares and 50,000 shares, respectively, at
$.343 per share, exercisable immediately and expiring on February 2, 2006.

The Directors of CWYR do not receive annual salaries or retainers from CWYR but
do receive reimbursement for travel expenses.

On April 29, 1999, the Company entered into a Letter Agreement with F. Robert
Tiddens, a director and stockholder of the Company. Pursuant to the terms of
this agreement, the retainer fee due Mr. Tiddens under the Merger Agreement,
dated February 6, 1998, was reduced to $27,000, payable within five (5) days of
the effective date of the agreement. Mr. Tiddens agreed to solicit industry
partners for the Company for the sum of $40 per hour plus reasonable expenses.
In addition, the agreement stated that if Mr. Tiddens or others successfully
consummated for the Company a sharing arrangement, defined as any arrangement
that will significantly enhance the value of the Paradox Basin Project, such as
a seismic survey and/or a drilling commitment, the Company would assign to Mr.
Tiddens an overriding royalty interest of 1 percent of 8/8ths on all acreage
subject to the resulting agreement. The Board agreed to transfer a 1 percent
overriding royalty interest as a result of the Company's entering into the
Farmout Agreement in satisfaction of the agreement. Effective September 22,
2000, the consulting agreement with Mr. Tiddens was terminated.


                                      -32-

<PAGE>

ITEM 11.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as to the number of shares of
Common Stock of the Company beneficially owned as of November 30, 2001, by (i)
each person who is known to the Company to be the beneficial owner of more than
five percent of the Common Stock of the Company; (ii) each of the Company's
directors; (iii) the Company's sole executive officer; and (iv) all of the
executive officers and directors of the Company as a group. Except as otherwise
indicated, the Company believes that the beneficial owners of the Common Stock
listed below, based on information furnished by such holders, have sole
investment and voting power with respect to such shares, subject to community
property laws, where applicable.


                                              Number of       Percentage
              Name and Address                Shares(a)   Beneficially Owned (B)
------------------------------------------   -----------  ----------------------

Kim M. Fuerst.............................    3,112,500(c)         26.8%
       751 Horizon Court, Ste. 205
       Grand Junction, Colorado  81506

J. Samuel Butler..........................      325,000(d)         3.0%
       1801 Broadway, Suite 600
       Denver, Colorado  80202

Syed A. Daud..............................      150,000(e)         1.4%
       64 Hainsworth Ct.
       Markham, Ontario  L3S1T5
       Canada

John F. Greene............................      453,303(f)         4.2%
       1569 Royal Buffalo Drive
       Silverthorne, Colorado  80498

Rafiq A. Sayed............................      258,600(g)         2.4%
       102 Avenue of the Estates
       Cary, North Carolina  27511

F. Robert Tiddens.........................      545,030(f)         5.1%
       8360 East Hinsdale Avenue
       Englewood, Colorado  80112

The James E. Moore Revocable Trust,.......    3,050,000(h)         28.3%
       u/d/t dated July 28, 1994
       7827 Berger Avenue
       Playa del Rey, California  90293

All executive officers and directors as a
group (six persons)......................     4,844,433(i)         38.7%

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

(a)  All shares are owned both of record and beneficially unless otherwise
     specified by footnote to this table.
(b)  Based on 10,607,694 shares of Common Stock outstanding at November 30,
     2001.
(c)  Includes 500,000 shares issuable upon exercise of currently exercisable
     stock options granted under the Incentive Stock Option Plan in 1996, and
     500,000 shares issuable upon exercise of currently exercisable stock
     options granted under the Equity Plan.
(d)  Includes 200,000 shares issuable upon exercise of currently exercisable
     stock options granted under the Equity Plan in 1996; 100,000 shares
     issuable upon exercise of a currently exercisable warrant issued to Trinity
     Petroleum Management LLC, of which Mr. Butler owns approximately 24 percent
     and serves as the President

                                      -33-

<PAGE>

     and CEO; and 25,000 restricted shares owned by ST Oil Company, of which Mr.
     Butler owns approximately 28 percent and serves as the President and CEO.
(e)  Includes 150,000 shares issuable upon exercise of currently exercisable
     director stock options granted under the Equity Incentive Plan.
(f)  Includes 100,000 shares issuable upon exercise of currently exercisable
     director stock options granted under the Equity Incentive Plan.
(g)  Includes 250,000 shares issuable upon exercise of currently exercisable
     director stock options granted under the Equity Incentive Plan.
(h)  Includes 180,000 shares issuable upon exercise of currently exercisable
     warrants granted in connection with Bridge Loan and extensions thereof.
(i)  Includes 1,900,000 shares issuable upon exercise of options and warrants.



ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Set forth below is a description of transactions entered into between the
Company and its executive officer and certain directors during the last two
fiscal years.

CONSULTING AGREEMENTS

Effective January 1, 1998, 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 performs certain management
functions for the Company. Trinity bills for its services on an hourly basis,
receives a flat fee of $1,100 per month (formerly $3,000 per month) and is
reimbursed for third party expenses. The Trinity Agreement continues on a
month-to-month basis, terminable upon 60 days written notice by either party. J.
Samuel Butler, a member on the Board of Directors of the Company, currently
serves as President of Trinity and owns approximately 24 percent of Trinity
through his ownership of Butler Resources, LLC. During the fiscal years ended
June 30, 2001, and June 30, 2000, the Company incurred fees to Trinity of
$53,279 and $44,803, respectively, pursuant to the Trinity Agreement.

In January 1998, as partial consideration for certain additional services
provided to the Company by Trinity in connection with the Company's merger with
Shoreline Resource Company, Inc., the Company issued to Trinity 25,000
restricted shares of Common Stock as well as a warrant to purchase up to 100,000
shares of Common Stock at an exercise price of $1.50 per share, subsequently
repriced to $.10 per share in May 1999.

FINANCINGS

Kim Fuerst, a director, executive officer and principal stockholder of the
Company, made advances on behalf of the Company in the form of interest-free
loans of $6,086 and $32,200 during fiscal 2001 and 2000, respectively.

On September 28, 2000, the Company entered into a Farmout Agreement, effective
September 22, 2000, with the Farmees: ST Oil, FM Energy (whose rights and
interest were subsequently assigned to Moore Energy) and Shoreline. Sam Butler,
a director and stockholder of the Company, is the Chairman, Chief Executive
Officer and principal stockholder of ST Oil. FM Energy is jointly owned by Kim
Fuerst, the Company's Chief Executive Officer and President, and The James E.
Moore Revocable Trust, a principal stockholder of the Company, and Mr. Moore,
the trustee and sole beneficiary under the Trust, and Mr. Fuerst serve as
Co-Chairman of FM Energy. The Trust is the sole member of Moore Energy, and Mr.
Moore serves as the manager of Moore Energy. F. Robert Tiddens, a director and
stockholder of the Company, is the President and Chief Executive Officer and
holder of a 49 percent interest in Shoreline. John Greene, who is also a
director and stockholder of the Company, is a director and holder of a 51
percent interest in Shoreline.

Pursuant to the terms of the Farmout Agreement, the Company assigned 50 percent
of its mineral working interests in and to certain oil and gas leases and
seismic options covering approximately 61,000 acres of land located in the
Paradox Basin Project in San Juan County, Utah, to the Farmees. Prior to
commencement of the Seismic Survey, the

                                      -34-

<PAGE>

Company sold an additional 7.5 percent to the Farmees in February 2001 for
$150,000. The purchase price was determined using the same valuation of the
Paradox Basin Project as was used in the Farmout Agreement. The cost of
completing, processing and interpreting the Seismic Survey of approximately $1.1
million was borne by the Farmees. The Farmout Agreement requires the Company to
bear 42.5 percent of the cost of maintaining the Paradox Basin Project
leasehold.

The Farmout Agreement also establishes an area of mutual interest (the "AMI")
for a term of ten years from the effective date of the Farmout Agreement. If
during the ten-year term, any party to the Farmout Agreement acquires an oil or
gas leasehold interest in the AMI, that party must give all other parties the
opportunity to participate.

In September 2000, the Company entered into a Credit Agreement with the Farmees.
The Credit Agreement established a revolving line of credit for the Company in
an aggregate principal amount not to exceed $100,000, subsequently increased to
$110,000. Amounts borrowed under the Credit Agreement bear interest at the rate
of 8 percent per annum. At June 30, 2001 the Company had a balance owing the
Creditors of $130,509. During July 2001, the Company repaid $20,509 of the
amount borrowed, reducing the balance owing to the $110,000 specified in the
Credit Agreement. The note was due and payable in full on September 28, 2001,
and remains unpaid as of November 30, 2001.

In April 2000, the Company had entered into an Option Agreement with ST Oil and
Edwards Energy Corporation, a Letter of Intent with FM Energy and a Letter of
Intent with The Shoreline Companies, which agreements contemplated a joint
venture arrangement to be established by all the parties similar to the
arrangement set forth in the Farmout Agreement and the Credit Agreement
described above. Pursuant to the terms of the Option Agreement, the Company was
paid $24,000 during the last quarter of fiscal 2000 for the option. The option
and the letters of intent expired according to their terms on August 30, 2000.
The Farmout Agreement and the Credit Agreement reflect the final agreement of
the parties regarding the acquisition by ST Oil, FM Energy and The Shoreline
Companies of an aggregate 50 percent of the Company's working interests in
certain leases and seismic options in exchange for providing the Company with a
seismic survey of certain acreage covered by such leases and options.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      A list of the Exhibits filed as part of this report or incorporated by
      reference is set forth in the Index to Exhibits.

(b)   Reports on Form 8-K

      The Company did not file any reports on Form 8-K during the fourth quarter
      of the fiscal year ended June 30, 2001.

                                      -35-

<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.

                                      COLORADO WYOMING RESERVE COMPANY



Dated:  December 3, 2001              By:  /S/ KIM M. FUERST
                                         --------------------------------------
                                         Kim M. Fuerst, President and Chief
                                         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:  December 3, 2001              By:  /S/ KIM M. FUERST
                                         --------------------------------------
                                         Kim M. Fuerst, President, Chief
                                         Executive Officer, Treasurer and
                                         Secretary (Principal Executive
                                         Officer, Chief Financial and
                                         Accounting Officer)


                                      By:  /S/ J. SAMUEL BUTLER
                                         --------------------------------------
Dated:  December 3, 2001                 J. Samuel Butler, Director


                                      By:  /S/ JOHN F. GREENE
                                         --------------------------------------
Dated:  December 3, 2001                 John F. Greene, Director


                                      By:  /S/ F. ROBERT TIDDENS
                                         --------------------------------------
Dated:  December 3, 2001                 F. Robert Tiddens, Director


                                      By:  /S/ RAFIQ A. SAYED
                                         --------------------------------------
Dated:  December 3, 2001                 Rafiq A. Sayed, Director


                                      By:  /S/ SYED A. DAUD
                                         --------------------------------------
Dated:  December 3, 2001                 Syed A. Daud, Director

                                      -36-

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

3.1         Articles of Incorporation, incorporated by reference to the
            Company's Annual Report on Form 10-K for the fiscal year ended May
            31, 1983.

3.2         Bylaws, incorporated by reference to the Company's Annual Report on
            Form 10-K for the fiscal year ended May 31, 1983.

10.1        Employment Agreement between the Company and Kim M. Fuerst, dated
            October 1, 1996, incorporated by reference to the Company's
            Quarterly Report on Form 10-QSB for the quarter ended March 31,
            1997, and as amended by Amendment, dated May 17, 1999, incorporated
            by reference to the Company's Annual Report on Form 10-KSB for the
            year ended June 30, 1999.

10.2        Incentive Stock Option Plan, dated October 18, 1996, incorporated by
            reference to the Company's Quarterly Report on Form 10-QSB for the
            quarter ended March 31, 1997.

10.3        Incentive Stock Option Agreement between the Company and Kim M.
            Fuerst, dated October 18, 1996, incorporated by reference to the
            Company's Quarterly Report on Form 10-QSB for the quarter ended
            March 31, 1997.

10.4        The Company's Equity Incentive Plan, incorporated by reference to
            the Company's Quarterly Report on Form 10-QSB for the quarter ended
            March 31, 1997.

10.5        Warrant, dated March 31, 1997, from the Company to Trinity Petroleum
            Management, LLC, incorporated by reference from the Company's
            Quarterly Report on Form 10-QSB for the quarter ended March 31,
            1997.

10.6        Agreement for Administrative Services between the Company and
            Trinity Petroleum Management, LLC, dated as of January 1, 1998,
            incorporated by reference to the Company's Annual Report on Form
            10-KSB for the fiscal year ended June 30, 1998.

10.12       Warrant Agreement, dated as of August 25, 1998, between the Company
            and the Trust, incorporated by reference to the Company's Annual
            Report on Form 10-KSB for the fiscal year ended June 30, 1998.

10.13       Registration Rights Agreement, dated as of August 25, 1998, between
            the Company and the Trust, incorporated by reference to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1998.

10.15       Amendment No. 1 to  Registration  Rights  Agreement and Promissory
            Note,  dated as of December 4,  1998,  between the Company and the
            Trust,  incorporated  by reference to the Company's  Annual Report
            on Form 10-KSB for the fiscal year ended June 30, 1998.

10.16       Warrant Agreement, dated as of December 4, 1998, between the Company
            and the Trust, incorporated by reference to the Company's Annual
            Report on Form 10-KSB for the fiscal year ended June 30, 1998.

10.18       Warrant Agreement, dated December 30, 1998, between the Company and
            the Trust, incorporated by reference to the Company's Quarterly
            Report on Form 10-QSB for the quarter ended December 31, 1998.

                                      -37-

<PAGE>

10.19       Amendment No. 2 to  Registration  Rights  Agreement and Promissory
            Note,  dated as of December 30, 1998,  between the Company and the
            Trust,  incorporated  by  reference  to  the  Company's  Quarterly
            Report on Form 10-QSB for the quarter ended December 31, 1998.

10.26       Letter  Agreement,  dated  April  29,  1999,  by and  between  the
            Company and F. Robert Tiddens.

10.27       Option Agreement, dated May 10, 2000, by and between the Company and
            ST Oil Company, incorporated by reference to the Company's Quarterly
            Report on Form 10-QSB for the quarter ended March 31, 2000.

10.28       Letter of Intent, dated May 15, 2000, by and between the Company and
            FM Energy, LLC, incorporated by reference to the Company's Quarterly
            Report on Form 10-QSB for the quarter ended March 31, 2000.

10.29       Letter of Intent, dated May 10, 2000, by and between the Company and
            The Shoreline Companies, LLC, incorporated by reference to the
            Company's Quarterly Report on Form 10-QSB for the quarter ended
            March 31, 2000.

10.30       Farmout Agreement, dated September 22, 2000, by and among the
            Company, ST Oil Company, FM Energy, LLC and The Shoreline Companies,
            LLC, incorporated by reference to the Company's Current Report on
            Form 8-K dated September 22, 2000.

10.31       Credit Agreement, dated September 22, 2000, by and among the
            Company, ST Oil Company, FM Energy LLC and The Shoreline Companies,
            LLC, incorporated by reference to the Company's Current Report on
            Form 8-K dated September 22, 2000.

21          Subsidiaries of the Company:

            Shoreline Resource Company, Inc., a Colorado corporation

23          Consent of Hein + Associates LLP