<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

  (Mark One)
      [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended October 31, 1999
                                       OR
      [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 211662

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                        <C>
        DELAWARE                                           76-0392937
(State or Other Jurisdiction of                            (I.R.S Employer
 Incorporation or Organization)                            Identification No.)

        9839 WHITHORN DRIVE
        SUITE B
        HOUSTON, TEXAS                                       77095
(Address of Principal Executive Offices)                   (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (281) 856 6199

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

           Securities registered pursuant to Section 12(g) of the Act:

                                 TITLE OF CLASS
                                 --------------

                     COMMON STOCK, PAR VALUE $0.02 PER SHARE

       INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS, AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR AT LEAST THE PAST 90 DAYS.  YES [ ]    NO [X]

       INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-B IS NOT CONTAINED HEREIN, AND WILL NOT 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.  [X]


                                       1
<PAGE>   2

  REGISTRANT'S REVENUES FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999 .... $86,247

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

       INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT.
YES [ ]   NO [ ]

       AS OF OCTOBER 31, 1999, THERE WERE 3,322,569 SHARES OF REGISTRANT'S STOCK
OUTSTANDING. THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT CANNOT BE DETERMINED AT THIS TIME. THE LAST
QUOTED HIGH BID AND LOW ASKED PRICES IN THE OVER-THE-COUNTER MARKET WERE $.03
AND $.01, RESPECTIVELY, ON SEPTEMBER 20, 1985.



NOTE:  THE EXHIBIT INDEX (PART IV, ITEM 1) APPEARS ON PAGES 24 AND 25.


                                       2
<PAGE>   3

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

                                TABLE OF CONTENTS

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


<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION:                                                        PAGE
------------------------                                                        ----
<S>                                                                             <C>
                                        PART I


1.      Business                                                                  5

2.      Properties and Production                                                12

3.      Legal Proceedings                                                        16

4.      Submission of Matters to a Vote of Security Holders                      16


                                        PART II

5.      Market for Registrant's Common Stock and Related
        Security Holder Matters                                                  17

6.      Management's Discussion and Analysis of Financial
        Conditions and Results of Operations                                     18

7.      Financial Statements and Supplementary Data                              19

8.      Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure                                                     19

                                        PART III

9.      Directors and Executive Officers of the Registrant                       20

10.     Executive Compensation                                                   21

11.     Security Ownership of Certain Beneficial Owners and
        Management                                                               22

12.     Certain Relationships and Related Transactions                           23
</TABLE>


                                       3
<PAGE>   4

<TABLE>
<S>                                                                              <C>
                                        PART IV

13.     Exhibits, Financial Statements, Schedules and Reports
        on Form 8-K                                                              24
</TABLE>


                                       4
<PAGE>   5

                                     PART I

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

                                ITEM 1. BUSINESS

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

Seacoast Oil & Gas, Inc., (formerly Frontier Oil & Gas Company) is a Delaware
corporation ("Seacoast" or the "Company") with its principal business offices at
9839 Whithorn Drive, Suite B, Houston, Texas 77095. The Company's primary
business is acting as general partner for a Partnership, described below, which
holds an interest in certain coal seam gas properties in Rio Arriba County, New
Mexico. The Company seeks to acquire and develop oil and gas properties.
Previously, the Company, through its predecessors, acquired non-producing oil
and gas leases, which it assigned to third parties for cash and a residual
interest. Those properties are currently developed and held by production. The
Company also previously engaged in the production and sale of oil and gas. The
Company, through 1999, brokered the sale of coal seam gas properties which
generate tax credits under the internal revenue code.

SEACOAST LIMITED PARTNERSHIP (FORMERLY FRONTIER PRODUCTION LIMITED PARTNERSHIP).
Pursuant to an agreement effective as of July 1, 1993, the Company sold all of
its Fruitland Coal Seam gas properties in the Carracas Canyon Federal Unit in
Rio Arriba County, New Mexico, to Seacoast Limited Partnership (the
"Partnership"), a Texas Limited Partnership, of which the Company is the general
partner and FAR Gas Acquisitions Corporation is the limited partner. The
Company, as general partner, manages the properties and, after expenses, is
entitled to 1.0% of the revenues of the Partnership, and is obligated for 1.0%
of the expenses. The limited partner is entitled to 99.0% of the revenues and is
obligated for 99.0% of the expenses.

The purchase price paid by the Partnership to the Company was $1,812,652, of
which $25,152 was paid in cash, with the balance to be paid in deferred payments
which bear interest at 7.25% per annum. The sum of $240,000 was paid to the
Company in quarterly installments of principal and interest, commencing October
1, 1993. The balance of $1,547,500 is payable pursuant to a reserved production
payment, when, as and if gas is produced and sold. In addition, the Partnership
is obligated to make quarterly incentive payments to the Company, equal to 35%
of the value of the Section 29 tax credits earned from all natural gas produced
and sold from the property through December 31, 2002. During the one year period
ended October 31, 1999, the Company earned $24,571 in incentive payments and was
paid $39,447 in respect of the reserved production payment. After the
Partnership has produced and sold 1,170,000 Mcf of gas, the Company, as general
partner, will be entitled to 70.0% of the Partnership revenues and be obligated
for 70.0% of the expenses, and the limited partner's interest will be reduced to
30.0%. To date, the Partnership has produced and sold 676,457 Mcf of gas.


                                       5
<PAGE>   6

The $1,547,500 production payment is payable solely from the sale of production
when, as and if produced. If the gas prices in effect at October 31, 1999 were
to remain constant, the Company would be unable to collect the principal and
interest amounts due under the contractual terms of the production payment.
Management has measured the possible impairment of the collectability of the
production payment, based on current reserve studies, by using the present value
of future cash flows discounted at the contractual 7.25% interest rate. At
October 31, 1999 a valuation allowance to adjust the receivable to the amount
currently expected to be collected was calculated. At October 31, 1999, the date
of the engineering evaluation of the reserves supporting the production payment,
the price of natural gas was $2.05 per Mmbtu, resulting in the valuation of
$706,391 of such reserves as of that date. This reserve may be changed in the
future depending upon gas prices actually realized by the Partnership. The
collectability of the interest and the principal amount of the production
payment depends on the price of natural gas over the period the contractual
volume is delivered. It cannot be predicted at this time whether or not the
Registrant will ultimately collect all or a substantial portion of the
production payment, together with the contractual interest. If natural gas
prices average approximately $2.06 per Mcf over the period of time required to
produce the 1,170,000 Mcf, but prior to December 31, 2002, the full amount of
the production payment will be recovered by the Registrant.

The incentive payment is dependent on volume of gas produced and is not related
to gas prices, and is based on 35% of the federal tax credits under Section 29
of the Internal Revenue Code of 1986, as amended, ("Internal Revenue Code")
allocable to production from the properties. The MMbtu amount is adjusted
annually and will be so adjusted in each year through December 31, 2002,
depending upon the percentage change in GNP implicit price deflator for the
preceding calendar year; it has increased between 2% and 5% per year since the
enactment of Section 29 of the Internal Revenue Code. The credit for calendar
1999 is approximately $1.0345 per MMbtu produced effective January 1, 1999. The
market price of natural gas will have no effect on the amount of the incentive
payments.

AGREEMENTS WITH DELTA PARTNERS, INC. AND DELTA ASSOCIATES, INC. In December
1991, through a predecessor, the Company entered into a joint venture agreement
with Delta Partners, Inc., a Nevada corporation to provide for: (i) management
services; (ii) additional working capital; and, (iii) an ongoing business
relationship. The joint venture included (a) a management agreement; (b) a
subscription agreement; (c) a stock option agreement; and (d) an oil and gas
prospects agreement. Effective January 1, 1994, certain principal shareholders
of Delta Partners, Inc. dissolved that corporation and formed Delta Associates,
Inc., a Texas corporation, herein collectively referred to as "Delta" unless the
context requires otherwise. The agreement between the Company and Delta
Associates, Inc., expired on January 1, 1999. Since the expiration of the
initial term, the Company and Delta have continued to work together by mutual
consent with Dennis Jones, acting as a Consulting Manager and President of the
Company; that arrangement continued until October 31, 1999. Management elected,
subsequent to October 31, 1999, to continue to use Dennis Jones as a consultant
on a month-to-month basis. At October 31, 2000 that arrangement was terminated.


                                       6
<PAGE>   7

Under the 1991 agreements, Delta purchased 428,571 shares of the Company for a
purchase price of $180,000. The subscription payment to the Company was in the
form of quarterly advances which were, in turn, paid back to Delta as management
fees. Additionally, Delta was granted options at $0.42 per share; and, at
October 31, 1999, Delta owned 988,514 shares. The stock options agreement with
Delta has a term of five (5) years from January 1, 1994 and provides for
exercise at any time in whole or in part. The options contain anti-dilution
provisions in the event of a stock split, stock dividend, any other change in
the character or amount of the Company's stock or in the event of a business
combination of the Company with another entity. The option agreement provides
for restrictions on transfer of the stock including restrictions on transfer in
the event of a future underwriting of the Company's stock. The Delta options
expired on January 1, 1999.

Under the 1991 agreements, Frontier had an option under which it might acquire
an interest in oil and gas prospects developed by Delta. Under the Oil and Gas
Prospects Option Agreement, Delta granted to the Company an option to purchase a
fifty percent (50%) interest in any oil and gas prospect developed by Delta for
a period of five (5) years. The initial term was extended for five (5) years,
commencing January 1, 1994. The option relates to the net interest retained by
Delta (after all overrides, working interests and concessions to third parties)
with respect to any oil and gas prospect developed by Delta throughout the
option term. From 1996 through 1999, Delta had developed no producing properties
under which the Company could have purchased an interest; that agreement expired
on January 1, 1999.

SECTION 29 TAX CREDITS

In April 1995, the Company agreed with Meridian Investments, Inc., ("Meridian")
of Quincy, Massachusetts, under which Meridian has engaged the Company to assist
in the identification of companies producing qualified Section 29 tax credit
interests to be passed on to Meridian's institutional clients.

The Company has acted as a non-exclusive agent to identify the names of
companies willing to consider the sale of its Section 29 tax credits. In a
transaction arranged by the Company, one of Meridian's institutional clients
acquired all of the outstanding stock of FAR Gas Acquisitions Corporation of
Denver, Colorado. The transaction was concluded in December 1996 and resulted in
a fee being paid to the Company of $253,000; $92,000 of which was paid in cash
and the balance of which is to be paid in installments over 5 years. The
agreement between the Company and Meridian expired on April 13, 1996 and the
Company is no longer actively pursuing tax credit deals.

GENERAL. Since it commenced business, the Company or its predecessors,
associates, or joint venture partners, participated in the drilling of 41
exploration and 13 development wells. Of the 41 exploration wells drilled, 14
were completed as oil or gas discoveries and 27 were abandoned as dry holes.
Subsequently, two of the completed exploration wells were abandoned, and 10 were
sold. Eleven of the 13 development wells were completed, but all have been sold
or abandoned.


                                       7
<PAGE>   8

At this date, the Company holds a 17.5% working interest in a well in Sweetwater
County, Wyoming which is presently shut in, see "Properties and Production". The
Company's only materially important assets are its interest as general partner
of the Partnership and the reserved production payment owed to the Company by
the Partnership.

OTHER OPERATIONS:

NET OIL AND GAS PRODUCTION. The following presents the net quantities of oil and
gas produced from the Partnership's oil and gas interests for the year ended
October 31, 1999:

<TABLE>
<CAPTION>
                                              Year Ended
                                            October 31, 1999
                                            ----------------
<S>                                         <C>
               Oil (bbls.)                            0
               Gas (mcf.)                        70,666
</TABLE>

       All such gas was produced from the Rio Arriba Properties described below.

OIL AND GAS CONTRACTS AND PRICES. The gas produced from the Rio Arriba
Properties is dedicated to Northwest Pipeline Corporation with the price being
based on the spot prices in the San Juan basin, reduced by Northwest's
system-wide costs for transportation, gathering, processing, etc. Prices were as
high as $2.40 per Mcf in September 1999, but have been as low as $1.21 per Mcf
in March 1999.

The average sales price per Mcf of gas sold by the Partnership for the period
indicated and the average production (lifting) expense per Mcf of gas for that
period were as follows:

<TABLE>
<CAPTION>
                                                      Year Ended
                                                   October 31, 1999
                                                   ----------------
<S>                                                <C>
Average Sales Price per Mcf (Gas)                       $  1.65
Average Production Expense per Mcf (Gas)                $  0.17
</TABLE>

Gas production from the Rio Arriba Properties is under contract with Northwest
Pipeline Corporation. The Company considers this contract material to its
business.

TOTAL GROSS AND PRODUCTIVE WELLS AND UNDEVELOPED ACREAGE. At October 31, 1999,
the Partnership had an interest in 16 gross productive gas wells located on
4,763 gross productive acres.

The Partnership's working interest in four wells is .0996875 located on 127.6
net acres and .0746474 in one well located on 23.88 net acres. The Partnership
has an additional overriding royalty interest of .00398437 in a total of sixteen
wells located on 20.399744 net acres.

The following table sets forth the Partnership's total gross and net productive
wells and developed acreage as of October 31, 1999:


                                       8
<PAGE>   9

<TABLE>
<CAPTION>
       Developed Acreage*        Gross Productive Wells       Net Productive Wells
     Gross            Net          Oil          Gas             Oil          Gas
     -----            ---          ---          ---             ---          ---
<S>                 <C>          <C>            <C>           <C>           <C>
   1,240.00         127.60          0            4               0          .3988
     320.00          23.88          0            1               0          .0746
   3,202.93          20.40          0           11               0          .0478
</TABLE>

----------

         * The Partnership's interest is in a total of 4,763 acres. The
         Partnership has a working interest in the first five wells and an
         overriding royalty interest in the remaining wells. The Partnership
         derives its interest in the Carracas Canyon Federal Unit through its
         Overriding Royalty interest under the 4,763 acres, convertible to a
         working interest in certain areas deemed to have reached payout. Four
         (4) producing wells have converted to a working interest covering 1,240
         acres in the participating area and another productive well covering
         320 acres. The Partnership has an unconverted Overriding Royalty under
         eleven (11) other wells in the participating area.

EMPLOYEES. At October 31, 1999, the Company had two (2) employees. In addition
to this staff, Frontier periodically will utilize the services of part-time
consultants.

OPERATING HAZARDS AND UNINSURED RISKS. The Company's operations are subject to
all the risks inherent in the exploration for and production of oil and gas,
including blowouts, cratering and fires, all of which can result in damage to or
destruction of oil and gas wells or formations, producing facilities or
property, personal injury or loss of life, or pollution damages. The Company
generally will carry insurance against various of these risks but because
insurance with respect to certain of such risks is either not available or is
limited in its coverage, the Company may elect not to insure due to prohibitive
premium costs. The occurrence of an event not fully insured against could result
in the Company incurring substantial costs. Notwithstanding the foregoing, the
Company does not expect to be the operator of any wells in which it has an
interest. In general, the terms of any operating agreements will provide for the
operator to insure against most of these risks.

TITLE TO PROPERTIES. The Company will follow practices customary in the industry
with respect to title matters. Prior to the commencement of any drilling
operations, a title examination will be conducted to determine defects in title.
In the event that material defects or disputes exist with respect to title, the
Company could suffer title failures or incur substantial costs in attempting to
remedy such title defects or resolve such disputes.

The properties owned and to be owned by the Company or the Partnership will be
subject to royalty, overriding royalties and other outstanding interests
customary in the industry.

COMPETITION AND MARKETS. The Company and the Partnership compete and will
compete with numerous other companies and individuals in their oil and gas
activities. Their competitors include foreign producing countries, the major oil
companies and other independent oil companies, most of


                                       9
<PAGE>   10

which have financial resources, staffs and facilities substantially greater than
the Company's or the Partnership's.

Evaluation of geological and engineering data, identification and acquisition of
suitable prospects, and other aspects of the business require the Company to use
consultants to provide skilled and experienced evaluations.

Competition is encountered from other independent oil companies and from major
oil companies in acquiring properties. Many competitors have financial resources
and staffs larger than those available to the Company and its future success
will depend in large part upon its ability to discover reserves by selecting and
acquiring suitable prospects.

For oil and gas produced from leases in which the Company or the Partnership own
or will own an economic interest, the availability of a ready market for
production and the prices obtained for production will depend upon a number of
factors beyond its control, the effects of which cannot be accurately predicted.
Such factors include: the extent of domestic production and imports of oil; the
competitive position of oil and gas as a source of energy vis-a-vis coal, atomic
energy, hydroelectric power, and other energy forms; the availability and
capacity of pipelines and other means of transportation; and the effect of
federal and state regulations on production, transportation and sale of oil and
gas.

In addition, the Company will face competition in connection with the formation
of oil and gas investment programs. The sale of limited partnership and other
investment programs in all forms is highly competitive, particularly with
respect to programs which have been registered under securities laws for sale to
the public. Oil and gas programs are generally offered for sale to persons with
substantial financial resources and persons who are interested in obtaining
certain tax advantages from these investments. These persons are limited in
number. The competition for oil and gas investment money is intense, and the
Company will compete with other companies which can demonstrate successful
operations of prior programs to prospective investors, as well as with companies
which have substantially greater resources and more extensive operating
histories.

REGULATION. The production and sale of oil and natural gas in the United States
are subject to extensive regulations by both federal and state authorities,
particularly with respect to pricing, allowable rates of production, marketing
and environmental matters.

NATURAL GAS REGULATION. The Natural Gas Policy Act of 1978 ("NGPA") provided for
federal regulation of well-head sales of natural gas and scheduled future
deregulation of well-head sales of some categories of natural gas. Certain
"high-cost natural gas" was deregulated effective November 1, 1979. "New"
natural gas and some "intrastate" gas became deregulated effective January 1,
1985. On July 26, 1989, the Natural Gas Wellhead Decontrol Act of 1989 (the
"Decontrol Act") was enacted. The Decontrol Act amends the NGPA to remove, as of
certain dates ranging from July 27, 1989 to January 1, 1993, all remaining
federal price controls from natural gas.


                                       10
<PAGE>   11

FEDERAL CRUDE OIL REGULATION. In 1989, President Reagan eliminated all federal
price and allocation controls on United States oil production and marketing. The
order allows all crude oil and refined products to be sold at free market
prices. This action may be modified by future Presidential or Congressional
action. Controls may be reinstated by Congress, which may also adopt new
legislation extending price and allocation controls or imposing new ones.

PROPOSED LEGISLATION. As a general rule, there are federal proposals relating to
the regulation of the oil and gas industry being considered by Congress which,
if enacted, could have a material effect on the business of the Company. Such
proposals include a broad based energy tax based on Btu content, restrictions on
the use of natural gas and crude oil, the introduction of the federal government
directly into the energy business through the purchase and allocation of
imported crude oil and petroleum products, the creation of a federally-owned oil
company to compete directly with privately-owned companies, and the freezing or
otherwise controlling of the price of oil and gas.

ENVIRONMENTAL REGULATIONS. The Company is subject to various federal, state and
local provisions regarding environmental matters, the existence of which is not
expected materially to hinder or adversely affect the Company's business.
Although the Company does not believe its expected business operations will
impair environmental quality, compliance with federal, state and local
regulations which have been enacted or may be adopted relating to the discharge
of materials into the environment could have a material adverse effect on its
capital expenditures, earnings and competitive position. Since inception,
neither FEC nor Frontier has made any material capital expenditures for
environmental control and neither would expect to make any such expenditures.

STATE REGULATIONS. The operations of the Company will be subject to regulation
by state conservation commissions which have authority to issue permits prior to
the commencement of drilling activities, establish allowable rates of
production, control spacing of wells, protect against waste, and aid in the
conservation of natural gas and oil. Typical of state regulatory requirements
are regulations promulgated by government agencies which require, among other
things, a permit to drill and to produce oil or gas, requirements for protecting
fresh water horizons and to insure that wells will be properly plugged and
abandoned.

FEDERAL INCOME TAXATION. The operation of the Company, as is generally the case
in the oil and gas industry, is significantly affected by the impact of federal
income tax laws. Over the years, Congress has substantially reduced the
availability of deductions with respect to oil and gas production.

In addition to the foregoing, the federal tax laws require that the actual cost
of equipment on producing properties such as pipe, casing, tubing, storage
tanks, pumps and other items considered to have a salvage value, be capitalized
and be charged to expense through acceptable depreciation methods. Lease
acquisition costs on producing properties must be capitalized and may be
recovered through the allowance for depletion, if the lease produces, or as a
loss if the lease does not produce and is determined to be worthless or is
abandoned, or as an offset against sales proceeds in determining the gain on
sale from the sale or disposition of the lease. Geological and geophysical


                                       11
<PAGE>   12

costs must be capitalized and recovered in the same manner as lease acquisition
costs. Operating costs after a well is drilled and equipped are deductible as
ordinary business expenses.

In addition to the foregoing, federal tax laws have many provisions applicable
to corporations in general which have an impact on the potential tax liability
of the Company. Any adverse change in the existing provisions of the Internal
Revenue Code, including the reduction or elimination of percentage depletion or
the enactment of an incremental federal tax on oil and gas production, could
have a materially adverse impact on the Company's operations. The natural gas
produced by the Company and the Partnership from the Rio Arriba Properties (see
"Properties and Production" below) qualifies for certain Federal income tax
credits under Section 29 of the Internal Revenue Code. Section 29 was designed
to encourage the development of alternative, qualified fuels such as methane
associated with coal beds, and provides a credit for the production and sale of
such fuels until December 31, 2002. Under Section 29, the initial credit
commenced at $3.00 for the Btu equivalent of one barrel of oil. For the purposes
of the Act, one barrel of oil is assumed to have 5.8 times the Btu value of one
Mcf of gas (one Mcf of gas is the rough equivalent of one MMbtu of oil). In
1987, the $3.00 credit adjusted annually for inflation, was $4.49 per barrel;
the usable tax credit per Mcf of gas is obtained by dividing the credit amount
by 5.8, which worked out to be approximately 77 cents per Mcf in 1987. The
credit is adjusted annually for inflation.

Since the tax credit is calculated on the amount of qualified fuel produced, and
is not related to the income from the fuel produced, the credit will offset not
only tax liability on the income from the qualified fuel, but may also offset
the tax on other income, to the extent such tax exceeds the alternate minimum
tax payable by a taxpayer. The incentive payment payable to the Company pursuant
to the sale of its Fruitland Coal Seam gas production to the Partnership is
based on approximately 35% of the Section 29 credits earned by the Partnership.
(See "Frontier Limited Partnership" above).

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

                        ITEM 2. PROPERTIES AND PRODUCTION

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

The Partnership has producing and non-producing oil and gas interests in New
Mexico and the Company has non-producing interests in Wyoming as summarized in
the following table:

<TABLE>
<CAPTION>
                                                        Overriding and
                                                          Production
                          Approximate       Working         Royalty          Net Rev.
Location                    Acreage         Interest        Interest         Interest
--------                  -----------       --------    --------------       --------
<S>                       <C>               <C>         <C>                 <C>
Rio Arriba County,           1,240*          12.5%            -0-            9.96875%
  New Mexico                   320*          10.0%            -0-            7.46474%
                             3,203*            -0-             2%           0.398437%
</TABLE>


                                       12
<PAGE>   13

<TABLE>
<S>                            <C>           <C>              <C>            <C>
Sweetwater County,
  Wyoming                      640           17.5%            -0-            13.9125%
</TABLE>


----------

*      The Partnership's interest in the Carracas Canyon Federal Unit is limited
       to a total of 4,763 acres. It owns the working interest shown in the
       1,240 and 320 acre tracts and an overriding royalty interest in the
       remaining 3,203 acres. The Partnership derives its interest in the
       Carracas Canyon Federal Unit through its Overriding Royalty interest
       under the 4,763 acres, convertible to a working interest in certain areas
       deemed to have reached pay out. Four (4) producing wells have converted
       to a working interest covering 1,240 acres in the participating area and
       another productive well covering 320 acres. The Partnership has an
       unconverted Overriding Royalty under eleven (11) other wells in the
       participating area.

RIO ARRIBA COUNTY, NEW MEXICO: In June of 1985 Frontier Energy Corporation
("FEC"), a predecessor in interest to the Company agreed to sell to Amoco
Production Company ("Amoco") all of its 50% working interest in leases acquired
from Kenai Oil & Gas, Inc. under 5,082.93 acres, and to acquire from Exeter
Exploration Company, and to sell to Amoco, the remaining 50% working interest.
The leases had expiration dates between August, 1985 to April, 1987. On July 15,
1985, FEC completed the sale of its 100% working interest under those leases,
retaining an overriding royalty of 2% and agreeing with Amoco that the overrides
would be convertible to 15% of the working interest after payout.

To prevent the expiration of the leases, Amoco farmed out to Jerome P. McHugh &
Associates ("McHugh") and McHugh included those leases in the formation of the
Carracas Canyon, a Federal Exploratory Unit ("Unit").

McHugh assembled and included in its application for the Unit a total of
30,720.31 acres. The Unit was applied for in October of 1986 and FEC, as a
royalty owner, ratified and joined in its formation. In 1989, McHugh and
partners commenced development drilling on the Carracas Canyon Unit.

The leases contain a total of 4,762.93 acres. One of the leases (NM-28812) was
split by the Amoco-Kindermac farmout agreement such that wells located in two of
the sections (1,240 acres) cannot be converted to a working interest, but under
which the Partnership continues to retain its 2% overriding royalty for the life
of the wells. Wells on the remaining areas of that lease can be converted to a
12.5% working interest at payout. Payout is to be calculated on a lease by lease
basis. Even though there are areas within the NM-28812 lease that cannot be
converted, all wells on the lease still contribute toward payout. The other two
leases both carry a 2% overriding royalty that is convertible to a full 15%
working interest payout. The terms of all of the leases are the same.

In developing the Unit, McHugh drilled and completed 62 wells through October
31, 1993. Under 5 wells, the Company elected to convert its overriding royalty
interest to a 12.5% working interest in June of 1992. Such interests are now
owned by the Partnership.


                                       13
<PAGE>   14

The operator, Nassau Resources, Inc. ("Nassau"), has elected to shut in several
of the wells under which the Partnership is entitled to receive royalties and
management has no input or control over the operation of any completed well
where it has only an overriding royalty. No information in respect of wells
completed during development of the Unit has been furnished to the Partnership;
the Unit operator is under no obligation to furnish such information, nor does
management anticipate that it will be contacted in the future in respect of the
intention of the operator to flow or shut-in any well. However, on wells where
the Partnership now owns an operating working interest, the operator is required
to provide operating information and any plan in respect of future drilling and
development.

One of the 62 wells on the Unit is a water disposal well. All of the wells were
drilled through the Fruitland coal seams to depths of 3,500 to 4,000 feet. Of
the 62 wells drilled, there have been 22 wells drilled on acreage where the
Company has an interest. There is a potential for additional development on
those leases. There are other horizons which produce in the basin from strata
other than the Fruitland Coal Seam.

The operator's election not to put all wells on production is due to relatively
high operating costs and low gas prices. The Company has been advised that the
operator has elected to produce only the most prolific wells. As economics
improve, management believes that the operator will elect to put additional
wells on production. As of October 31, 1999 there were 16 wells producing and,
of those wells, the Partnership has a 12.5% working interest under 4 of those
wells and a 10.0% working interest under one well.

Revenue is being distributed according to the participant's respective revenue
interests in the "participating areas". The participating area is comprised of
320 acre units that are assigned to the wells that are producing within the
participating area. The interest in the gas produced is then calculated from the
interest in the participating area. The Partnership's revenue interest in the
wells now producing is .003984. As wells are placed on production, the operator
circulates new division orders for the gas produced.

Gas is being sold on the spot market and it is taken into the Northwest pipeline
system; it is also gathered via the Northwest gathering system. Northwest
charges a flat $.30 per Mcf for gathering. Historically, the operator has
provided the compression and dehydration, but in November 1991, Northwest
assumed those duties and thereby cut the operating cost to the Unit owners.

There is some additional development possible within the Unit on the approved
320 acre spacing; however, all of the Partnership's acreage is considered fully
developed under the present spacing rules for the Unit. There is ultimately the
possibility of infill drilling on the Unit, should future regulations allow 160
acre spacing; management believes reduced spacing is not likely and no study of
potential infill reserves has been made.


                                       14
<PAGE>   15

The 63 wells drilled through October 31, 1999 are completed in the Fruitland
coal seams. A typical well shows about 18 feet of coal seams located at a depth
of 3,880 ft. to 3,960 ft., with the bulk of the coal concentrated in a single
seam. The wells on the east side of the unit average about 17 feet of coal,
while the total area averages 20 feet. The thickest coals are located on the
north side of the Unit with individual seam thickness of up to 22 feet.

The production payment payable to the Company from the production from the Rio
Arriba County properties owned by the Partnership is the principal asset of the
Company. See "Item 1. Business - Seacoast Limited Partnership" above. The firm
of Ancell Engineering Consultants, Inc., independent petroleum engineers,
evaluated all of the Partnership's interests in Rio Arriba County. The report
estimates the present value of such properties at October 31, 1999 to be
$645,000, exclusive of the value of Section 29 tax credits referred to below
after discounting total projected cash flow under existing wells by 10% per
annum. Estimated future net cash flow (undiscounted) at such date is $1,288,247.
The value of the Section 29 credits is dependent upon the total taxable income
of the owner from year to year. The Company will realize some additional value
available to it because of the incentive payments from the Partnership pursuant
to the Seacoast Limited Partnership Agreement. For the year ended October 31,
1999 the Company received $24,571 in incentive payments from the Partnership.

The estimated reserves indicated above are estimates only and should not be
construed as being exact quantities. Such estimated reserves, therefore, may or
may not be recovered and if recovered in amounts which are more or less than the
estimated amounts, the revenues therefrom will correspondingly increase or
decrease.

The present value of estimated future net cash flow is computed by discounting
the aggregate estimated future net cash flow by ten percent (10%). The 10%
discount rate does not purport to represent the time-value of money nor the rate
of return a third party might deem necessary in properly evaluating the
producing properties for purchase. The present values so determined do not
necessarily represent the fair market value of the properties.

No estimates of Company's total proven net oil or gas reserves have been filed
with or included in any report to any federal authority or agency.

SWEETWATER COUNTY, WYOMING: The other asset of Seacoast is a seventeen and
one-half percent (17.5%) working interest in the Hay Reservoir-Great Divide in
Sweetwater County, Wyoming in which one gas well was drilled in 1982. All
revenue produced from 1990 to date has been applied to operating costs
attributed to the Company's interest. The 640 acres being held by production
carries royalties and overriding royalties totaling twenty and one-half percent
(20.5%), with the remaining seventy-nine and one-half percent (79.5%) net
revenue interest allocated to the working interest owners. The Company's net
revenue interest is 13.9125%. A substantial amount of gas was produced prior to
1990 and sold without accounting to Seacoast or its predecessor in interest
(FEC) for its interest and a dispute exists between the present operator and all
prior operators. The gas previously sold from the drilled well qualified as
Section 107 priced gas under the Natural Gas


                                       15
<PAGE>   16

Policy Act of 1978 ("NGPA") and accordingly was deregulated. The well is
presently shut-in, and management believes the well to be non-commercial at this
time. No value is ascribed to this asset in the Company's ongoing business, nor
is it recorded in the financial statements.

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

                            ITEM 3. LEGAL PROCEEDINGS

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

The Company is not a party to any legal proceedings.

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

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

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

The Company's principal shareholders, holding sufficient shares to conduct
business in lieu of an annual meeting, elected to do so on September 15, 1999.
The only matter voted was in respect of the election of three (3) directors for
the ensuing year until the next annual meeting.

There were an aggregate of 3,322,569 shares outstanding and entitled to vote at
such date of which 2,356,823 shares were represented in person or by proxy. The
following persons were elected as directors:

<TABLE>
<CAPTION>
                                            Votes for
                                            ---------
<S>                                         <C>
               Robert M. Davant             2,356,823
               Dennis A. Jones              2,356,823
               Lani Kirsch                  2,356,823
</TABLE>

The combined beneficial ownership of common stock of Lani Kirsch and Dennis
Jones is 872,322 shares. Ms. Kirsch's beneficial ownership of shares is 771,607
and Mr. Jones' beneficial ownership of shares is 100,714. The votes cast for
the Director's was as follows:

<TABLE>
<S>                                           <C>
               Robert M. Davant               1,439,078
               Lani Kirsch                      771,607
               Dennis A. Jones                  100,714
               Pauline Wilbraham                 45,424
                                              ---------
                                              2,356,823
</TABLE>


                                       16
<PAGE>   17

                                    PART II.

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

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

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

The outstanding registered common stock of Frontier Energy Corporation was last
quoted Over-The-Counter by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") under the symbol "FROG" in 1985.

After January 31, 1985, there were not sufficient stock transactions to
establish a meaningful high or low bid price.

On September 20, 1985, the high bid and low asked prices in the Over-The-Counter
market for FEC's Common Stock were $.03 and $.01 respectively. On September 20,
1985 there were 6,392,121 shares issued and outstanding which were held by 969
shareholders.

The prices presented are bid and ask prices which represent prices between
broker-dealers and do not include retail markdowns or any commissions to the
broker-dealer. The prices do not reflect prices in actual transactions.

The Company has not paid any cash dividends on shares of its common stock. The
Company anticipates that for the foreseeable future, its earnings, if any, will
be retained for use in its business and no cash dividends will be paid on its
common stock.

In October 1992, Frontier Oil and Gas Company became the successor to FEC
through reorganization and recapitalization of the Company. As of October 31,
1999 there were 3,322,569 shares outstanding and which were held by
approximately 969 shareholders. There has not been any active trading of the
common stock since the reorganization and recapitalization.


                                       17
<PAGE>   18

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

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

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

The Company's principal source of revenue is receipts derived from the
production payment receivable from Seacoast Limited Partnership in respect of
production from the Fruitland Coal Seam gas properties in the Carracas Canyon
Federal Unit in New Mexico, as more fully described in Item 1. under Business.

The $1,547,500 production payment is payable solely from the sale of reserves
when, as and if produced. The ultimate amount of principal and interest
collectable on the production payment depends on the price of gas and also the
volume of production realized. If the gas prices in effect at October 31, 1999
were to remain constant, the Company would be unable to collect the principal
and interest amounts due under the contractual terms of the production payment.
Management measures annually the amount of possible impairment of the production
payment based on the current reserve study, by using the present value of future
cash flows discounted at the contractual 7.25% interest rate.

An independent engineering company evaluation of the reserves supporting the
production payment at October 31, 1999, used a current market price of gas of
$2.05 per MMbtu versus $1.50 at October 31, 1998 and also projected a slight
increase in the estimated future reserves of 9,693 Mcf. Both events resulted in
a higher valuation of the future reserves and the production payment in the
amount of $429,199.

It cannot currently be predicted whether or not the Company will ultimately
collect all of the principal and interest under the terms of the production
payment.

The Company also receives an incentive cash payment based on production equal to
35% of the tax credits generated from production. The incentive payment is based
on the volume of gas produced which determines the amount of Section 29 tax
credits allowed. Changes in market price have no effect on the amount of
incentive payments to the Company. The amount of incentive payments decreased
from 1997 because of a decrease in the volume of production during the year. The
Section 29 remaining tax credits will expire on December 31, 2002 and the
incentive payments will stop.


                                       18
<PAGE>   19

General and administrative expenses increased $20,923 in 1999 primarily because
of an increase in professional fees incurred.

Management believes its capital resources and financial condition are adequate
for its present operations. The Company presently looks to its principal
shareholders to cover its short term financial requirements, either in the form
of equity or guarantees of short term debt. Its obligation on its lines of
credit increased from $47,405 in 1998 to $54,354 in 1999.

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

               ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

The financial statements and supplementary schedules are filed with this report
and appear after Part IV.

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

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

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

Item 4.  Change in Registrant's Certifying Accountant

        None


                                       19
<PAGE>   20

                                    PART III.

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

           ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

The directors and executive officers of the Company for the fiscal year ended
October 31, 1999 and until the next annual meeting of shareholders are:

<TABLE>
<CAPTION>
        Name                 First Elected                Position
        ----                 -------------                --------
<S>                          <C>                          <C>
Robert M. Davant             October 1992                 Chairman of the Board
                                                          of Directors, Chief Executive
                                                          Officer and Treasurer

Dennis A. Jones              October 1992                 Director, President and
                                                          Chief Operating Officer

Lani Kirsch                  April 1993                   Director

Pauline A. Wilbraham         June 1995                    Secretary
</TABLE>

Robert M. Davant, age 67. Mr. Davant served as a director of FEC from 1982. Mr.
Davant graduated from the University of Texas in 1960 and received his L.L.B.
from the University of Houston in 1963. Mr. Davant is also a director of
Seacoast Services, Inc., a Texas corporation engaged in the development of oil
field equipment.

Dennis A. Jones, age 48. During the five year period ended February, 1991, Mr.
Jones was Executive Vice President of Brehm Oil and Brehm Investment Group. He
also served during such period as chief operating officer of Brehm-Basin
Exploration, a joint venture between Brehm and Basin Exploration in Lafayette,
Louisiana. Mr. Jones is President of the Company. Mr. Jones graduated from the
University of Mississippi in 1973, and received his juris doctor from
Mississippi College of Law in 1976. Mr. Jones is a founder, director and
substantial shareholder of Delta.

Lani Kirsch, age 66. Ms. Kirsch's principal occupation for at least the last six
years has been as Chairman of the Board of Kirsch Builders Supply, Inc., a
building supply and lumber company located in Frankfort, Illinois. Ms. Kirsch is
a founder, director and major shareholder of Delta which owns a substantial
interest in the Company.

Pauline A. Wilbraham, age 54. Ms. Wilbraham managed the international sales
office in London, England, for CRC-Crose International, Inc., a pipeline
equipment manufacturer and subsidiary of Crutcher Resources Corporation,
Houston, Texas. She was transferred to CRC in Houston in 1978 and in 1983 joined
Frontier Energy Corporation as office administrator.


                                       20
<PAGE>   21

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

                         ITEM 10. EXECUTIVE COMPENSATION

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

During the year ended October 31, 1999, the Company paid direct compensation as
follows:

<TABLE>
<CAPTION>
        Name of Individual                                   Annual
        or Identity of Group         Capacity             Compensation
        --------------------         --------             ------------
<S>                                  <C>                  <C>
        Robert M. Davant             CEO                    $60,000

        Dennis A. Jones              President              $66,300*

        Pauline A. Wilbraham         Secretary              $34,800

        All officers and
        directors as a group
        (4 persons)
</TABLE>

* Mr. Jones' compensation is as a consultant to the Company.

The Company paid Mr. Davant a salary as its CEO. Except as set forth above, the
Company has not paid any compensation to officers or directors.

The Company expects to pay the following compensation during the coming year:

<TABLE>
<CAPTION>
        Name of Individual
        or Identity of Group                Capacity             Compensation
        --------------------                --------             ------------
<S>                                         <C>                  <C>
        Robert M. Davant                    CEO                     $60,000

        Dennis A. Jones                     President               $66,300**

        Pauline A. Wilbraham                Secretary               $39,600

        All officers and
        directors as a group
        (4 persons)                                                $165,900
</TABLE>

** Mr. Jones is President but is not expected to devote all of his time to the
business of the Company.


                                       21
<PAGE>   22

None of the officers of the Company are employed under an employment agreement
and the Company has no bonus, pension or profit sharing plans. The Company has a
stock option plan under which options to purchase 40,000 shares of its common
stock (adjusted to reflect current capitalization) may be granted to key persons
in the form of incentive stock options (at 100% of fair market value) or
non-statutory stock options (at discounts from fair market value). No options
are presently issued under the Plan.

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

                     ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

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

As of October 31, 1999, the number of shares of Seacoast Common Stock (assuming
full dilution) owned by each person who is known by Seacoast to own beneficially
more than 5% of its outstanding Stock, by each person who is a director of
Seacoast, and by all executive officers and directors as a group is:

<TABLE>
<CAPTION>
                                    Amount and Nature of
Name and Address*                   Beneficial Ownership(1)             Percentage
-----------------                   -----------------------             ----------
<S>                                 <C>                                 <C>
Robert M. Davant(3)                         1,439,078                     43.31%

Lani Kirsch(2)                                771,607                     22.16%

Dennis A. Jones(2)                            100,714                      2.89%

Frances O'Brien Riley(3)                      207,654                      6.24%

Pauline A. Wilbraham                           45,424                      1.36%

Officers and Directors
as a Group (4 persons)                      2,356,823                     67.67%
</TABLE>


----------

(1)    The persons named in the table have sole voting and investment power with
       respect to all shares of Common Stock shown as beneficially owned by each
       of them subject to community property laws, where applicable, and except
       as indicated below.


                                       22
<PAGE>   23
Includes shares owned through

(2)    Delta Associates, Inc. owns 988,514 shares.

(3)    Mr. Davant and Ms. Riley acquired their respective shares pursuant to the
       reorganization and recapitalization of Frontier Energy Corporation
       ("FEC") in exchange for creditor claims against FEC.

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

                         ITEM 12. CERTAIN RELATIONSHIPS
                            AND RELATED TRANSACTIONS

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

The Company was a party to certain material agreements with Delta Associates,
Inc. which expired in 1999. Dennis A. Jones, the President of the company is
also a founder and stockholder of Delta. Lani Kirsch, who owns 22.16% of the
common stock of the Company and is a Director, is also a founder and stockholder
of Delta.

Thomas A. Morris, who was deceased on June 20, 1995, was formerly the Secretary
of the Company and also the owner of 341,767 shares. During 1996 and 1995,
respectively, Mr. Morris and his estate sold to Robert M. Davant 41,767 and
100,000 shares of his stock. The balance of 200,000 shares are the subject of an
escrow agreement between the Estate of Thomas A. Morris and the Company. The
Company is acquiring the shares to be placed in the treasury and has issued a
non-recourse promissory note in the amount of $60,000, payable over 60 months in
payment of those shares. The escrow provides for the delivery of 40,000 shares
after the payment of $12,000 in each one year payment period. To date, the
Company has repurchased 40,000 shares. This agreement was terminated February
28, 2000.


                                       23
<PAGE>   24

                                     PART IV

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

               ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
                             AND REPORTS ON FORM 8-K

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

1.     EXHIBITS

       2.1    Disclosure Statement and Plan of Reorganization dated May 29,
              1992.*

       2.2    Order of Confirmation dated October 5, 1992.**

       3.1    Articles of Incorporation of the Company.**

       3.2    Bylaws of the Company as currently in effect.**

       3.3    Specimen copy of the Company's common share certificate.**

       4.1    Form of Warrant to Purchase Common Stock of the Company.**

       10.1   1984 Stock Option Plan.***

       10.2   Purchase Agreement between the Company and its predecessor,
              Frontier Energy Corporation, effective October 31, 1992.**

       10.3   [Left Blank Intentionally]

       10.4   Farmout Agreement with Amoco Production dated September 22, 1987.*

       10.5   Joint Venture Agreement dated December 18, 1991 with Delta
              Partners, Inc.*

       10.6   Management Agreement dated December 18, 1991 with Delta Partners,
              Inc.*

       10.7   Subscription and Contribution Agreement dated December 18, 1991
              with Delta Partners, Inc., as amended. *


                                       24
<PAGE>   25

       10.8   Stock Option Agreement dated December 18, 1991, with Delta
              Partners, Inc. as amended. *

       10.9   Oil and Gas Prospects Option Agreement dated December 18, 1991, as
              amended.*

       10.10  Agreement of Limited Partnership of Frontier Production Limited
              Partnership dated July 1, 1993.****

       10.11  Purchase and Sale Agreement dated July 1, 1993 between Frontier
              Oil & Gas Company and Frontier Production Limited Partnership.****

       10.12  Assignment, Bill of Sale and Conveyance with Reservation of
              Production Payment dated July 1, 1993 between Frontier Oil & Gas
              Company and Frontier Production Limited Partnership.****

       10.13  Joint Venture Agreement with Delta Associates, Inc.*****

2.     FINANCIAL STATEMENTS:

       Audited Balance Sheets as of October 31, 1999 and 1998 and Statements of
       Operations, Shareholders' Equity, and Cash Flows for the years ended
       October 31, 1999 and 1998.
3.     REPORTS ON FORM 8-K:

       None

----------

*      Incorporated by reference to the exhibits bearing the same reference and
       contained in Form 10-KSB of the Company's predecessor for the fiscal year
       ended June 30, 1992.

**     Incorporated by reference to the exhibits bearing the same reference and
       contained in Form 10-KSB of the Company for the fiscal year ended October
       31, 1992.

***    Incorporated by reference to the exhibit bearing the same reference and
       contained in Form 10-K of the Company's predecessor (FEC) for the fiscal
       year ended June 30, 1984.

****   Incorporated by reference to the exhibits bearing the same reference and
       contained in Form 8-K filed by the Company July 29, 1993.

*****  The same agreement incorporated by reference under Exhibit 10.5 as an
       extension of the Agreement dated December 18, 1991 with Delta Partners,
       Inc.


                                       25
<PAGE>   26

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)

                              FINANCIAL STATEMENTS

                            OCTOBER 31, 1999 and 1998


                                       26
<PAGE>   27

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
Independent Auditor's Report                                                     28

Financial Statements:

    Balance Sheets                                                               29

    Statements of Operations                                                     30

    Statements of Changes in Shareholders' Equity                                31

    Statements of Cash Flows                                                     32

Notes to Financial Statements                                                    33-41

Unaudited Supplementary Oil and Gas Information                                  42-44
</TABLE>


                                       27
<PAGE>   28

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Seacoast Oil & Gas, Inc.

We have audited the accompanying balance sheets of Seacoast Oil & Gas, Inc.
(formerly Frontier Oil & Gas Company) as of October 31, 1999 and 1998, and the
related statements of operations, changes in shareholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Seacoast Oil & Gas, Inc.
(formerly Frontier Oil & Gas Company) at October 31, 1999 and 1998, and the
results of its operations and its cash flows for the periods then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a working capital deficit, which raise substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary oil and gas information
on pages 42 through 44 is not a required part of the basic financial statements,
but is supplementary information required by the Financial Accounting Standards
Board and Securities and Exchange Commission. We have applied certain limited
procedures, which consisted principally of inquiries of management regarding the
methods of measurement and presentation of the supplementary information.
However, we did not audit the information and express no opinion on it.


                          /s/ HARPER & PEARSON COMPANY


Houston, Texas
April 18, 2000


                                       28
<PAGE>   29

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                                 Balance Sheets
                            October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                               ASSETS
                                                                           1999              1998
                                                                       -----------       -----------
<S>                                                                    <C>               <C>
Current Assets
  Cash                                                                 $    20,224       $     4,874
  Accounts receivable, related parties                                      14,676            12,398
  Commission income receivable, current                                     19,537            29,100
  Related party production payment receivable, net                          60,601            67,905
  Prepaid expenses                                                              --             1,241
                                                                       -----------       -----------

Total current assets                                                       115,038           114,277
                                                                       -----------       -----------

Commission income receivable                                                30,701            83,454
Related party production payment receivable, net                           645,790           482,621
Furniture and equipment, net of accumulated depreciation                     4,352             3,968
Investment in partnership                                                    4,581             4,581
                                                                       -----------       -----------

Total assets                                                           $   800,462       $   688,901
                                                                       ===========       ===========

                                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable, net                                                $    18,823       $    21,149
  Due to stockholder                                                       279,292           166,847
  Lines of credit                                                           54,354            47,405
  Treasury stock note payable                                               36,299            38,561
                                                                       -----------       -----------

Total current liabilities                                                  388,768           273,962
                                                                       -----------       -----------

Commitments

Shareholders' equity:
  Preferred stock 100,000 shares authorized; $1.00 par value,
    no shares outstanding                                                       --                --
  Common stock, 25,000,000 shares authorized; $.02 par value,
    3,522,569 and 3,513,519 shares issued, and 3,322,569 and
    3,313,519 shares outstanding at 1999 and 1998, respectively             70,451            70,270
  Capital in excess of par                                               1,878,897         1,875,278
  Treasury stock, 200,000 shares, at cost                                  (60,000)          (60,000)
  Retained deficit                                                      (1,477,654)       (1,470,609)
                                                                       -----------       -----------

Total shareholders' equity                                                 411,694           414,939
                                                                       -----------       -----------

Total liabilities and shareholders' equity                             $   800,462       $   688,901
                                                                       ===========       ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


                                       29
<PAGE>   30

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                            Statements of Operations
                      Years Ended October 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                       1999               1998
                                                    -----------       -----------
<S>                                                 <C>               <C>
Revenues:
  Interest income                                   $    38,263       $    56,847
  Incentive income                                       24,571            23,148
  Royalty income                                         22,939                --
  Other income                                              474               349
                                                    -----------       -----------

                                                         86,247            80,344
                                                    -----------       -----------
Other Income (Expenses):
  General and administration expenses                  (295,206)         (274,283)
  Interest Expense                                       (8,398)           (6,292)
  Sale of Company name                                   15,000                --
  Gain (loss) on production payment receivable          195,312          (219,318)
                                                    -----------       -----------

                                                        (93,292)         (499,893)
                                                    -----------       -----------

Net loss                                            $    (7,045)         (419,549)
                                                    -----------       -----------

Basic and fully diluted loss per share              $     (.002)      $     (.127)
                                                    ===========       ===========

Weighted average shares outstanding                   3,320,227         3,312,448
                                                    ===========       ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


                                       30
<PAGE>   31

                            SEACOAST OIL & GAS, INC.
                     (Formerly Frontier Oil & Gas Company)
                 Statements of Changes in Shareholders' Equity
                     Years ended October 31, 1999 and 1998


<TABLE>
<CAPTION>
                                 Common Stock
                            -----------------------       Capital in         Treasury         Retained
                            Shares           Amount      Excess of Par         Stock           Deficit              Total
                            ------           ------      -------------       --------         --------              -----
<S>                        <C>              <C>          <C>                 <C>             <C>                 <C>
Balance at
   October 31, 1997        3,309,233        $ 70,184      $ 1,873,564        $ (60,000)      $(1,051,060)        $ 832,688

Stock issued                   4,286              86            1,714               --                --             1,800

Net loss                          --              --               --               --          (419,549)         (419,549)
                           -------------------------------------------------------------------------------------------------

Balance at
   October 31, 1998        3,313,519        $ 70,270      $ 1,875,278          (60,000)       (1,470,609)        $ 414,939

Stock Issued                   9,050             181            3,619               --                --             3,800

Net Loss                          --              --               --               --            (7,045)           (7,045)
                           -------------------------------------------------------------------------------------------------

Balance at
   October 31, 1999        3,322,569        $ 70,451      $ 1,878,897        $ (60,000)      $(1,477,654)        $ 411,694
                           =================================================================================================
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


                                       31
<PAGE>   32

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                            Statements of Cash Flows
                      Years Ended October 31, 1999 and 1998



<TABLE>
<CAPTION>
                                                                     1999            1998
                                                                  ---------       ---------
<S>                                                               <C>             <C>
Cash flows from operating activities:
  Net loss                                                        $  (7,045)      $(419,549)
  Adjustments:
    Depreciation                                                      3,000           3,000
    Loss (gain) on adjustment of related party production
     payment receivable                                            (195,312)        219,318
    Loss on investment in oil and gas properties                         --           5,434
    Changes in current assets and liabilities:
      Accounts receivable, related parties                           (2,278)         38,913
      Commission income receivable                                   62,316          33,425
      Prepaid expenses                                                   --           1,241
      Accounts payable                                              110,119          68,860
                                                                  ---------       ---------

Net cash used by operating activities                               (29,200)        (49,358)
                                                                  ---------       ---------

Cash flows from investing activities:
  Collections on related party production payment receivable         39,447          38,736
  Investment in partnership                                              --              (8)
  Purchase of furniture and equipment                                (3,384)             --
                                                                  ---------       ---------

Net cash provided by investing activities                            36,063          38,728
                                                                  ---------       ---------

Cash flows from financing activities:
  Proceeds from sale of stock                                         3,800           1,800
  Borrowings on lines of credit                                      17,429          41,235
  Repayments on lines of credit                                     (10,480)        (20,002)
  Repayment of treasury stock note payable                           (2,262)         (8,000)
                                                                  ---------       ---------

Net cash provided by financing activities                             8,487          15,033
                                                                  ---------       ---------

Net increase in cash                                                 15,350           4,403

Cash at beginning of year                                             4,874             471
                                                                  ---------       ---------

Cash at end of year                                               $  20,224       $   4,874
                                                                  =========       =========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $   8,398       $   6,292
                                                                  =========       =========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


                                       32
<PAGE>   33

                            SEACOAST OIL & GAS, INC.
                       (Formerly Frontier Oil & Gas, Inc.)
                          Notes to Financial Statements
                            October 31, 1999 and 1998


NOTE 1 - REORGANIZATION AND SUCCESSION OF FRONTIER ENERGY CORPORATION

         Seacoast Oil & Gas, Inc. (formerly Frontier Oil & Gas, Company), is a
         Delaware corporation formed in 1992 for the purpose of acquiring all of
         the assets and contractual rights of Frontier Energy Corporation
         ("FEC") in exchange for common stock of the Company. FEC was a Utah
         corporation organized in 1983, primarily involved in acquisition,
         exploration and development of oil and gas properties, particularly
         natural gas coal seams.

         Seacoast's primary business purpose is to act as general partner for
         Seacoast Limited Partnership (formerly Frontier Production Limited
         Partnership) (the "Partnership") (see Note 3).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Estimates

         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.

         Financial instruments and credit risk

         Financial instruments which potentially subject Seacoast to credit risk
         include cash, accounts receivable and the production payment
         receivable. Seacoast maintains its cash with major domestic banks and
         investment companies. The terms of these deposits are on demand to
         minimize risk. Seacoast has not incurred losses related to these
         deposits. Accounts receivable consist primarily of incentive payments
         receivable. The incentive payments receivable and the production
         payment receivable are collectible solely from oil, gas and other
         hydrocarbons produced and sold from the oil and gas properties sold to
         the Partnership (see Notes 4 and 5). Reserves of oil, gas and other
         hydrocarbons are estimated and may or may not be recovered. If
         recovered in amounts which are more or less than the estimated amounts,
         the revenues therefrom will correspondingly increase or decrease. The
         market prices for the production also will impact revenues from the
         sales of production.


                                       33
<PAGE>   34

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998


NOTE - 2 SUMMARY OF SIGNIFICANT ACCOUNTING PROCEDURES (CONTINUED)

         Fair Value of Financial Instruments

         At October 31, 1999 and 1998, Seacoast estimates that the fair values
         of financial instruments approximate their recorded costs.

         Furniture and Equipment

         Furniture and equipment are stated at cost less accumulated
         depreciation. Depreciation for financial reporting purposes is computed
         using the straight-line method over an estimated useful life of five
         years.

         When properties are retired or otherwise disposed of, the cost and the
         applicable accumulated depreciation and amortization are removed from
         the respective accounts and the resulting gain or loss is reflected in
         earnings.

         Revenue Recognition

         Revenues primarily result from incentive payments and interest income
         on the related party production payment receivable.

         Going Concern

         The accompanying financial statements have been prepared using
         generally accepted accounting principles applicable to a going concern,
         which contemplates the realization assets and liquidation of
         liabilities in the normal course of business. At October 31, 1999,
         Seacoast has current liabilities in excess of current assets, is
         delinquent on certain dept payments and has sustained net operating
         losses for the past two years. This raises substantial doubt as to
         Seacoast's ability to continue as a going concern. The financial
         statements do not include any adjustments that might result as an
         outcome of this uncertainty.

NOTE 3 - INVESTMENT IN PARTNERSHIP

         On July 1, 1993, Seacoast entered into a partnership agreement with Far
         Gas Acquisitions Corporation ("Far Gas") to form Frontier Production
         Limited Partnership (now Seacoast Limited Partnership"), under which
         Seacoast is the 1% general partner and Far Gas the 99% limited partner.
         The Partnership was formed to acquire all of Seacoast's interests in
         the oil and gas properties described in Note 4. Income or losses of the
         Partnership are allocated in accordance with provisions of the
         partnership agreement; generally based on the above percentages.


                                       34
<PAGE>   35

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998


NOTE 3 - INVESTMENTS IN PARTNERSHIP (CONTINUED)

         The results of the Partnership's operations are as follows at December
         31:

<TABLE>
<CAPTION>
                                                                       Unaudited
                                                                   1999          1998
                                                                 --------      --------
<S>                                                              <C>           <C>
        Sales                                                    $119,793      $119,617
                                                                 ========      ========

        Net Loss                                                 $ 12,159      $ 85,899
                                                                 ========      ========
</TABLE>

NOTE 4 - OIL AND GAS PROPERTIES

         On July 29, 1993, Seacoast sold to the Partnership all of its interests
         in the Fruitland Coal Seam gas properties in the Carracas Canyon
         Federal Unit located in New Mexico pursuant to a Purchase and Sales
         Agreement (the "Agreement"). The effective date of the Agreement was
         July 1, 1993. The interests sold included, among other things, all of
         Seacoast's rights in the leases, land and wells and production
         therefrom, rights in and to all agreements, product purchase and sale
         contracts and Section 29 federal tax credits to which Seacoast was
         entitled by virtue of production from its working interests in
         nonconventional fuel sources and coal seam gas wells.

         The purchase price paid by the Partnership was $1,812,652, of which (i)
         $25,152 was paid in cash, (ii) $240,000 paid over three years in
         quarterly installments of principal plus interest at 7.25% per annum,
         and (iii) $1,547,500 is payable pursuant to a reserved production
         payment, plus interest at 7.25% per annum. The properties sold to the
         Partnership represented substantially all the producing assets of
         Seacoast. The net book value of the properties sold was approximately
         $1,429,568, resulting in a deferred gain of $383,084 at the date of
         sale. Subsequently, this deferred gain was eliminated in connection
         with the recording of a valuation allowance primarily established
         during the year ended October 31, 1993 (see Note 5).

         The Agreement provides for Seacoast to receive a quarterly incentive
         payment per MMbtu of natural gas produced and sold from the properties
         through December 31, 2002. Such payments are to be adjusted annually by
         an amount equal to annual percentage changes in the GNP implicit price
         deflator. Under the incentive payment, the Partnership is obligated to
         make quarterly payments to the Company equal to 35% of the value of the
         tax credits earned from all natural gas produced from its properties.
         The credit allowable for volumes produced in 1999 was $1.0345 per Mmbtu
         produced.


                                       35
<PAGE>   36

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998



NOTE 4 - OIL AND GAS PROPERTIES (CONTINUED)

         For the fiscal years ended October 31, 1999 and 1998, there was 70,666
         mcf and 70,246 mcf, respectively, produced from the properties sold to
         the Partnership.


NOTE 5 - PRODUCTION PAYMENT RECEIVABLES

         Related party production payment receivables consist of the following:

<TABLE>
<CAPTION>
                                 1999                   1998
                              -----------           -----------
<S>                           <C>                   <C>
Principal

Beginning of year             $ 1,175,037           $ 1,213,773
Collections                       (39,447)              (38,736)
                              -----------           -----------
End of year                     1,135,590             1,175,037
                              -----------           -----------

Valuation Allowance

Beginning of year                 624,511               405,193
Adjustment                       (195,312)              219,318
                              -----------           -----------

End of year                       429,199               624,511
                              -----------           -----------

Net                               706,391               550,526
Less current portion              (60,601)              (67,905)
                              -----------           -----------

Long-term                     $   645,790           $   482,621
                              ===========           ===========
</TABLE>


         The production payment receivable is dependent on the production and
         sales of the assigned production from the oil and gas properties sold
         to the Partnership. Based on prices in effect at October 31, 1999, it
         is probable that Seacoast will be unable to collect the aggregate
         principal and interest amounts scheduled in the Agreement. Seacoast has
         estimated the present value of future cash flows from production from
         these properties, based on an October 31, 1999 reserve study prepared
         by independent petroleum engineers, discounted at the contractually
         stated 7.25% interest rate.


                                       36
<PAGE>   37

                             SEACOAST OIL & GAS, INC
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998


NOTE 5 - PRODUCTION PAYMENT RECEIVABLE (CONTINUED)

         Actual future cash flows could vary significantly from the amounts
         estimated in the reserve study due to changes in the production, gas
         prices or expenses realized by the Partnership which could cause the
         valuation allowance to change materially in the near term. During
         fiscal years 1999 and 1998, Seacoast recognized gains (losses)
         amounting to $195,312 and $(219,318) relating solely to changes in the
         valuation allowance. Seacoast recognized interest income amounting to
         $38,263 and $56,847 on this production payment receivable during fiscal
         years 1999 and 1998.

         As of October 31, 1999, discounted annual maturities of the production
         payment receivable, net of the current valuation allowance of $429,199,
         are estimated as follows:

<TABLE>
<CAPTION>
                     Year Ending
                     October 31,
                     -----------
<S>                                                             <C>
                        2000                                    $  60,601
                        2001                                       54,962
                        2002                                       48,992
                        2003                                       43,852
                        2004                                       40,215
                        Thereafter                                457,769
                                                                ---------

                                                                $ 706,391
                                                                =========
</TABLE>

NOTE 6 - FURNITURE AND EQUIPMENT

         Cost and accumulated depreciation of furniture and equipment is as
         follows at October 31:

<TABLE>
<CAPTION>
                                    1999               1998
                                  --------           --------
<S>                               <C>                <C>
Cost                              $ 21,558           $ 18,174
Accumulated depreciation           (17,206)           (14,206)
                                  --------           --------

                                  $  4,352           $  3,968
                                  ========           ========
</TABLE>


                                       37
<PAGE>   38

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998


NOTE 7 - COMMISSION INCOME RECEIVABLE

         The commission income receivable is the result of negotiating the sale
         of Section 29 tax credits between two unrelated parties. The receivable
         is payable based on tax credit dollars awarded the purchaser and is
         payable through March 2003. Actual collections could vary from the
         amount accrued. At October 31, 1999, Seacoast recorded an allowance for
         doubtful accounts amounting to $40,798.

NOTE 8 - INCOME TAXES

         On October 31, 1999, Seacoast had tax basis net operating loss
         carryforwards, subject to limitations described below, totaling
         approximately $2,884,000. These carryforwards expire as follows:

<TABLE>
<CAPTION>
               Year Ending                                                 Net Operating
               October 31,                                                     Losses
               -----------                                                 -------------
<S>                                                                        <C>
                  2004                                                     $    948,000
                  2005                                                          272,000
                  2006                                                          262,000
                  2007                                                           12,000
                  2008                                                          319,000
                  2009                                                          181,000
                  2010                                                          344,000
                  2011                                                          184,000
                  2013                                                          200,000
                  2019                                                          162,000
                                                                            -----------
                                                                            $ 2,884,000
                                                                            ===========
</TABLE>

         No tax benefit has been reported in the accompanying financial
         statements because Seacoast believes there is at least a 50% chance
         that the net operating loss and investment tax credit carryforwards
         will expire unused (approximately $672,000 and $1,006,000 expired
         during the years ended October 31, 1999 and 1998, respectively).
         Accordingly, the $981,000 tax benefit of these carryforwards has been
         offset by a valuation allowance of the same amount.

         Deferred income taxes result from timing differences in reporting
         income and expenses for financial statement and income tax purposes.
         The primary sources of deferred income taxes result from: (i) net
         operating loss carryforwards; and, (ii) the installment sales method
         for income tax purposes to recognize the gain on the sale of oil and
         gas properties.


                                       38
<PAGE>   39

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998



NOTE 8 - INCOME TAXES (CONTINUED)

         Deferred tax assets and liabilities at October 31 are as follows:

<TABLE>
<CAPTION>
                                                               1999                 1998
                                                           -----------           -----------
<S>                                                        <C>                   <C>
Current deferred tax assets:
Loss carryforwards                                         $   981,000           $ 1,155,000
                                                           -----------           -----------

Deferred income taxes, long-term:
Commission receivable valuation allowance                       13,871                    --
Production payment receivable valuation allowance              145,929               212,334
                                                           -----------           -----------

  Total deferred income taxes, long term                       159,800               212,334
                                                           -----------           -----------

  Total deferred assets                                      1,140,800             1,367,334

Valuation allowance                                         (1,140,800)           (1,367,334)
                                                           -----------           -----------

  Total net deferred income taxes                          $        --           $        --
                                                           ===========           ===========
</TABLE>


         The deferred tax asset valuation allowance decreased by $226,534 and by
         $197,431 for the years ended October 31, 1999 and 1998, respectively,
         due mainly to an expiration of certain net operating loss carryforwards
         and changes in the production payment valuation allowance.

         For federal income tax purposes, options granted to Delta Partners,
         Inc. in December 1991 (see Note 12) resulted in an ownership change as
         defined in Section 382 of the Internal Revenue Code of 1954, as amended
         (the "Code"). The Code imposes substantial limitations on the use of
         tax carryforwards which have originated prior to such changes in
         ownership.

         The differences between the effective rate of income tax expense
         (benefit) at October 31, 1999 and 1998 and the amounts which would be
         determined by applying the statutory U.S. income tax rate of 34% to
         income (loss) before income tax expense (benefit) are explained below
         according to the tax implications of various items of income or
         expense.


                                       39
<PAGE>   40

                            SEACOAST OIL & GAS, INC.
                       (Formerly Frontier Oil & Gas, Inc.)
                          Notes to Financial Statements
                            October 31, 1999 and 1998



NOTE 8 - INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                                                     1999                 1998
                                                   ---------           ---------
<S>                                                <C>                 <C>
Provision for income tax benefit
  at U.S. statutory rates                          $  (2,395)          $(142,647)
Decrease in tax provision resulting from:
 Net operating loss carryforward                       2,395             142,647
                                                   ---------           ---------

Income tax expense                                 $      --           $      --
                                                   =========           =========
</TABLE>


NOTE 9 - LINES OF CREDIT

         On October 31, 1999 and 1998, the Company has two lines of credit with
         two financial institutions that provide for:

         (a) maximum borrowings of $40,000 bearing interest at 13%, guaranteed
         by an officer of Seacoast with outstanding balances of $29,354 and
         $35,405 at 1999 and 1998, respectively.

         (b) maximum borrowings of $25,000 bearing interest at prime plus 2%
         (10.5% at October 31, 1999). Outstanding balances of $25,000 and
         $12,000 at October 31, 1999 and 1998, respectively, maturing February
         25, 2001.

NOTE 10 - TREASURY STOCK NOTE PAYABLE TO RELATED PARTY

         In July 1996, Seacoast entered into an escrow agreement with a
         shareholder to acquire from the Thomas A. Morris Estate, 200,000 shares
         of Seacoast's stock for $60,000. The note is payable in monthly
         installments of $1,000 plus interest at 6%. At December 31, 1999 and
         1998, Seacoast was delinquent in its payments, thus the entire
         outstanding balance has been included in current liabilities on the
         accompanying balance sheet. This agreement was terminated February 28,
         2000 and 160,000 shares were removed from treasury stock

NOTE 11 - COMMITMENTS

         Seacoast leases office space for $1,430 per month under an operating
         lease agreement through July 31, 2000. Subsequent to year end, this
         lease was extended through July 31, 2001.

         Total rent expense under operating leases for the periods ending
         October 31, 1999 and 1998 was $25,918 and $36,373, respectively.


                                       40
<PAGE>   41

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                          Notes to Financial Statements
                            October 31, 1999 and 1998



NOTE 12 - RELATED PARTY TRANSACTIONS

         The Chairman of Seacoast's Board of directors is an attorney who, in
         addition to providing legal services for Seacoast, conducts a limited
         amount of law business out of Seacoast's office. At October 31, 1999,
         due to stockholder consists of $231,437 of unpaid wages and $47,855 of
         advances. At October 31, 1998, due to stockholder consists of $166,847
         of unpaid wages.

         Seacoast, as general partner for the Partnership, incurs expenses on
         behalf of the Partnership. All such expenses are absorbed by Seacoast.

         Through January 1, 1999, Seacoast was party to an agreement with Delta
         Associates, Inc. The agreement included: (a) management agreement; (b)
         a stock option agreement; and, (c) an oil and gas prospects agreement.

         Seacoast granted to Delta an option to purchase 1,190,476 shares of
         Frontier's common stock at $0.42 per share. Management fees are paid
         from funds received through Delta's exercise of these options. Delta
         has exercised options to purchase 559,943 of Seacoast's common stock at
         $0.42 per share through October 31, 1999. All remaining options expired
         on January 1, 1999.

NOTE 13 - BUSINESS SEGMENT AND MAJOR CUSTOMER INFORMATION

         Prior to the sale of oil and gas properties noted in Note 4, Seacoast
         was engaged in the exploration and development of oil and gas
         properties in only one cost center, the United States.

         All gas produced by the Partnership, during years ended October 31,
         1999 and 1998 was sold to Northwest Pipeline Corporation.


                                       41
<PAGE>   42

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                 Unaudited Supplementary Oil and Gas Information
                            October 31, 1999 and 1998


Pursuant to the sale of oil and gas properties, described in Note 4, information
provided for the periods ended October 31, 1999 and 1998 relate to Seacoast
Limited Partnership (formerly Frontier Production Limited Partnership).

Capitalized costs

Total capitalized costs relating to oil and gas exploration and development were
as follows:

<TABLE>
<CAPTION>
                                                         1999                   1998
                                                      -----------           -----------
<S>                                                   <C>                   <C>
Oil and gas properties being amortized                $ 1,897,024           $ 1,897,024
Less: accumulated depletion and amortization             (935,318)             (825,964)
                                                      -----------           -----------

Net capitalized costs                                 $   961,706           $ 1,071,060
                                                      ===========           ===========
</TABLE>

Costs Incurred

No costs relating to oil and gas property acquisition, exploration or
development activities were incurred during the periods October 31, 1999 and
1998.

Results from oil and gas operations

The following summarizes the results of operations for oil and gas producing
activities:

<TABLE>
<CAPTION>
                                                           1999                 1998
                                                         ---------           ---------
<S>                                                      <C>                 <C>
Gas Sales                                                $ 119,793           $ 119,617

Production expenses                                         36,934              37,003
Depletion                                                  108,271              98,390
                                                         ---------           ---------
                                                           145,205             135,393
                                                         ---------           ---------
Results of operations from producing activities
(excluding corporate overhead)                           $ (25,412)          $ (15,776)
                                                         =========           =========
</TABLE>


See independent auditor's report at page 28


                                       42
<PAGE>   43

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                 Unaudited Supplementary Oil and Gas Information
                            October 31, 1999 and 1998



Oil and gas reserve data

The following presents the Partnership's estimates of its proven natural gas
reserves. Proven developed reserves are the estimated quantities of natural gas
which geological and engineering data demonstrated with reasonable certainty to
be recoverable by primary producing mechanisms in future years from known
producing reservoirs under existing economic and operating conditions. In
general, the estimated proven producing reserves are supported by actual
production. The Partnership emphasizes that these estimates are inherently
imprecise and may change as further information becomes available.

Gas reserves are stated in thousands of cubic feet (Mcf). All reserves are
located within the United States. There were no proven undeveloped reserves as
at October 31, 1999 or 1998.

<TABLE>
<CAPTION>
                                                   Gas (Mcf)
                                                   --------
<S>                                                <C>
At October 31, 1997                                 831,000
  Production                                        (70,246)
  Revision of previous estimate                     (12,575)
                                                   --------
At October 31, 1998                                 748,179
  Production                                        (70,666)
  Revision of previous estimate                      54,093
                                                   --------
At October 31, 1999                                 731,606
                                                   ========
</TABLE>

The Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows represents the
value of such net cash flows discounted at 10%. The standardized measure does
not purport to be an estimate of the fair market value of the Partnership's
proven reserves. An estimate of fair value would also take into account, among
other things, the expected recovery of reserves in excess of proven reserves,
anticipated changes in future prices and costs, and a discount factor more
representative of the time value of money and the risks inherent in producing
oil and gas.

Estimates of cash inflows and production expenses are based on those currently
being experienced by the Partnership. A gas price of $2.05 per MMbtu was used
for October 31, 1999 in the estimation of future cash inflows. No provision for
federal income taxes has been made, as the Partnership's net operating loss
carryforwards, Section 29 Credits, and overhead expenses are allocated to the
individual partners.


See independent auditor's report at page 28


                                       43
<PAGE>   44

                            SEACOAST OIL & GAS, INC.
                      (Formerly Frontier Oil & Gas Company)
                 Unaudited Supplementary Oil and Gas Information
                              October 1999 and 1998


The Standardized Measure of Discounted Future Net Cash Flows (continued)

The following presents the Partnership's estimates of the standardized measure
of discounted future net cash flows from future production of proven oil and gas
reserves.

<TABLE>
<CAPTION>
                                                                 October 31,
                                                                     1999
                                                                 -----------
<S>                                                              <C>
Future cash inflows                                              $ 1,901,234
Future production expenses                                          (441,895)
                                                                 -----------

Future net cash flow                                               1,459,339
Discount for estimated timing of cash flows at 10%                  (813,841)
                                                                 -----------

Standardized measure of discounted future net
  cash flows                                                     $   645,498
                                                                 ===========
</TABLE>

The following summarizes changes in the standardized measure of discounted
future net cash flows:

<TABLE>
<S>                                                                   <C>
At October 31, 1997                                                     739,029
Sales, net of production expenses                                       (82,614)
Net changes in prices and revision of quantity estimate                (119,172)
                                                                      ---------

At October 31, 1998                                                   $ 537,243

Sales, net of production expenses                                       (82,859)
Net changes in prices and revision of quantity estimate                 191,114
                                                                      ---------

At October 31, 1999                                                   $ 645,498
                                                                      =========
</TABLE>

In management's opinion, the accretion of discount is insignificant and
therefore has not been presented.


See independent auditor's report at page 28


                                       44
<PAGE>   45

                                   SIGNATURES


       In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                         SEACOAST OIL & GAS COMPANY
                                               (Registrant)


                                        By  /s/ Robert M. Davant
                                           -------------------------------------
                                        Robert M. Davant
                                        Chairman and Chief Executive Officer

                                        Date  January 31, 2001
                                             -----------------------------------


       In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


Date     January 31, 2001              /s/ Robert M. Davant
        --------------------          -----------------------------------------
                                      Robert M. Davant
                                      Chairman of the Board, Chief
                                      Executive Officer and Treasurer (Chief
                                      Financial Officer and Principal Accounting
                                      Officer)

Date     January 31, 2001              /s/ Dennis A. Jones
        --------------------          ------------------------------------------
                                      Dennis A. Jones
                                      President and Director


Date     January 31, 2001              /s/ Lani Kirsch
        --------------------          ------------------------------------------
                                      Lani Kirsch
                                      Director


Date     January 31, 2001              /s/ Pauline A. Wilbraham
        --------------------          ------------------------------------------
                                      Pauline A. Wilbraham
                                      Secretary


                                       45