U.S. Securities And Exchange Commission
                             Washington, D.C. 20549

                                FORM 10-KSB/A1*

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

                    For the fiscal year ended August 31, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [No Fee Required]

     For the transition period from                   to
                                    -----------------    ----------------

                           Commission File No. 0-20879

                             PYR ENERGY CORPORATION
                  --------------------------------------------
                 (Name of small business issuer in its charter)

                Delaware                                         95-4580642
       ----------------------------                        -------------------
      (State or jurisdiction of                              (I.R.S. Employer
      incorporation or organization)                        Identification No.)


      1675 Broadway, Suite 2450, Denver, CO                        80202
      --------------------------------------                      --------
     (Address of principal executive offices)                    (Zip Code)

          Issuer's telephone number, including area code (303) 825-3748
                                                         --------------

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

       Title of each class            Name of each exchange on which registered
       -------------------            -----------------------------------------
  $.001 Par Value Common Stock                   American Stock Exchange


           Securities registered pursuant to Section 12(g) of the Act:
                                   None
                                   ----
                             (Title of Class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes   X     No
             -----      -----

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

     Issuer's revenues for the fiscal year ended August 31, 2000 were $165,411

     The aggregate market value of the voting stock held by non-affiliates
computed based on the last sale price of such stock as of November 28, 2000, was
approximately $90,370,000.**

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     The number of shares outstanding of each of the issuer's classes of common
equity as of November 28, 2000 is as follows:

         $.001 Par Value Common Stock                   19,204,069

* We amended certain typographical errors on Item 7 of the Annual Report for the
fiscal year ended August 31, 2000 and we updated our address throughout the
document. For the convenience of the reader, we file the entire report in this
amendment.

** Without asserting that any of the issuer's directors or executive officers,
or the entity that owns 1,732,599 shares of common stock and convertible
preferred stock that may be converted into 1,111,112 shares of common stock is
an affiliate, the shares of which they are beneficial owners have been deemed to
be owned by affiliates solely for this calculation.

<PAGE>


                                     PART I

ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND PROPERTIES

Overview

     PYR Energy Corporation (the "Company" and "PYR") is a development stage
independent oil and gas exploration company whose strategic focus is the
application of advanced seismic imaging and computer-aided exploration
technologies in the systematic search for commercial hydrocarbon reserves,
primarily in the onshore western United States. The Company attempts to leverage
its technical experience and expertise with seismic data to identify exploration
and exploitation projects with significant potential economic return. The
Company currently intends to participate in exploration projects as a
non-operating, working interest owner, sharing both risk and rewards with its
joint venture partners. The Company has and will continue to pursue exploration
opportunities in regions where the Company believes significant opportunity for
discovery of oil and gas exists. By reducing drilling risk through seismic
technology, the Company seeks to improve the expected return on investment in
its oil and gas exploration projects.

     The Company's predecessor was founded in 1996 by two geoscientists with
extensive seismic and geological experience in the western United States. The
Company's employees have extensive experience in exploration, exploitation and
the application of advanced geophysical technologies. The Company's business
plan involves the following strategy:

   Focus on high impact exploration plays in the western United States

     o    Under-exploited or under-explored mature basins
     o    Gain access to large, non or under-performing acreage positions
     o    Focus on play concepts that are expandable within a basin or region.

   Use advanced seismic imaging, processing and visualization to reduce drilling
   risk

     o    Seismic captures resolution of trapping geometry

   Leverage technical expertise with outside capital resources

     o    Retain control of the pre-drill exploration process
     o    Retain sizable working interest in each prospect
     o    Use industry partners for local operating expertise

     The Company was incorporated in March 1996 in the state of Delaware under
the name Mar Ventures Inc. Effective as of August 6, 1997, the Company purchased
all the ownership interests of PYR Energy, LLC, an oil and gas exploration
company. Also on that date, the Company issued units of its common stock and
common stock purchase warrants for approximately $1,700,000 net of fees and
commissions. The warrants subsequently expired without exercise. Effective as of
November 12, 1997, the Company changed its name to PYR Energy Corporation.

     The Company's offices are located at 1675 Broadway, Suite 2450, Denver,
Colorado 80202. The telephone number is (303) 825-3748, telefax number is (303)
825-3768 and the Company's web site is www.pyrenergy.com.

Developments During Fiscal 2000

     During the fiscal year ending August 31, 2000, the Company announced a
major natural gas discovery at its East Lost Hills exploration project. This
project dates back to May of 1997, when the Company and other working interest

                                       1
<PAGE>


owners commenced drilling the Company's first exploration well - the Bellevue
#1-17. On November 23, 1998, the Bellevue #1-17 prospect well blew out and
ignited after having reached a depth of approximately 17,600 feet out of
targeted total depth of 19,000 feet. A relief well, the Bellevue #1-17R, began
drilling on December 18, 1998. On May 29, 1999 the relief well successfully
killed, and the operator plugged and abandoned, the original 1-17 well bore. The
Bellevue #1-17R was then used to successfully sidetrack a replacement well back
into the target reservoir. Concurrent with commencing completion operations on
the 1-17R well, Berkley Petroleum, Inc. (a wholly owned subsidiary of Berkley
Petroleum Corporation (TSE-"BKP") ("Berkley") of Calgary, Alberta, Canada had
taken over as operator.

     In August of 1999, the Company and other working interest owners commenced
drilling the Berkley ELH #1 well, approximately two miles northwest of the
#1-17R well. On April 12, 2000, this well had drilled to a total depth of 19,724
feet. Production testing commenced on May 28, 2000. On July 6, 2000, based on
the results of the production testing and other analysis, the Company announced
a natural gas discovery at the East Lost Hills Field. Currently, processing
facilities and a connection pipeline are under construction in order to begin
selling natural gas and liquid hydrocarbons in the first quarter of calendar
2001.

     On July 11, 2000, the participants commenced drilling the Berkley ELH #2
well. This well targets the same structure encountered by the Bellevue 1-17,
1-17R and the BKP #1 wells and is located approximately 1.5 miles northwest of
the Berkley ELH #1. Currently, this well has been drilled and cased to a
measured depth of 17,650 feet. The participants intend to drill as much as 250
feet more before commencing completion operations to test this well as a
potential natural gas producer.

     On June 19, 2000, the participants at East Lost Hills commenced drilling
the Berkley ELH #3 well. This well is located approximately one mile southwest
of the Bellevue 1-17R location and is designed to test a geologically separate
structure than the structure encountered by the Bellevue 1-17, 1-17R, ELH #1 and
#2 wells. Currently, this well is drilling ahead at a measured depth of
approximately 17,800 feet.

     On November 26, 2000, the participants commenced drilling the Berkley ELH
#4 well. This well is projected to drill to a total depth of 20,000 feet and
targets the same structure encountered by the Bellevue 1-17, 1-17R and the ELH
#1 and #2 wells. See "--San Joaquin Basin, California".

     Subsequent to August 31, 2000, the Company acquired an additional 1.544%
working interest at East Lost Hills. This interest was purchased from a
non-related private entity. As a result of this acquisition, PYR's total working
interest in the approximately 30,000 gross and net acres at East Lost Hills
increases to 12.1193%.

     During January of 2000, the Company announced that the Berkley Cal Canal #1
well had penetrated 1,230 feet of Temblor formation with 775 feet of net sand,
and was drilled to a total depth of 18,100 feet. During production testing,
non-commercial hydrocarbon flow rates were obtained from the initial perforated
10 foot zone in the lower McDonald. The participants had decided to defer
further completion or deepening of the existing well bore until information
regarding reservoir quality and performance is obtained from on-going drilling
efforts in the San Joaquin Basin.

                                       2

<PAGE>


     In May 2000, the Company completed the sale of 22,000 units of common stock
and warrants pursuant to a private placement at a price of $32.50 per unit. Each
unit consisted of ten shares of common stock and one immediately exercisable
warrant to purchase one share of common stock at an exercise price of $4.25 per
share for a period of three years. Proceeds from the offering were $715,000,
before costs of the offering of $11,857.

     In August 2000, the Company completed the sale of 540,000 units of common
stock and warrants pursuant to a private placement at a price of $17.50 per
unit. Each unit consisted of five shares of common stock and one immediately
exercisable warrant to purchase one share of common stock at an exercise price
of $4.80 per share for a period of three years. Proceeds from the offering were
$9,450,000, before costs of the offering of $567,436 (including warrants valued
at $110,606).

Disclosure Regarding Forward-Looking Statements And Cautionary Statements

Forward-Looking Statements
--------------------------

     This Annual Report on Form 10-KSB includes "forward-looking" statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"). All statements other than statements of
historical facts included in this Annual Report, including without limitation
statements under "ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND PROPERTIES" and
"ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION", regarding the Company's financial position, business strategy,
and plans and objectives of management of the Company for future operations and
capital expenditures, are forward-looking statements. Although the Company
believes that the expectations reflected in the forward-looking statements and
the assumptions upon which the forward-looking statements are based are
reasonable, it can give no assurance that such expectations and assumptions will
prove to have been correct. Additional statements concerning important factors
that could cause actual results to differ materially from the Company's
expectation ("Cautionary Statements") are disclosed below in the "-Cautionary
Statements" section and elsewhere in this Annual Report. All written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf subsequent to the date of this Annual Report are expressly qualified in
their entirety by the Cautionary Statements.

Cautionary Statements
---------------------

     In addition to the other information contained in this Annual Report, the
following Cautionary Statements should be considered when evaluating the
forward-looking statements contained in this Annual Report.

The Company has a limited operating history.

     The Company has a limited operating history since it started in the oil and
gas business in 1996. The development of the Company's business will require
substantial expenditures. The Company's future financial results will depend
primarily on its ability to locate oil and gas and other hydrocarbons
economically in commercial quantities, provide drilling site and target depth
recommendations resulting in profitable productive wells, and on the market
prices for oil and natural gas. The Company cannot predict that its future
operations will be profitable.

                                       3

<PAGE>


Oil and gas prices are highly volatile.

     Even if the Company is able to discover or acquire oil and gas production,
of which there is no assurance, its revenues, profitability and liquidity will
be highly dependent upon prevailing prices for oil and natural gas. Oil and gas
prices can be extremely volatile and in recent years have been depressed by
excess total domestic and imported supplies. Current price levels may not be
sustained. Prices also are affected by actions of state and local agencies, the
United States and foreign governments, and international cartels. These external
factors and the volatile nature of the energy markets make it difficult to
estimate future prices of oil and natural gas. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on the Company's business.

The oil and gas business is speculative in nature.

     Sales of oil and natural gas are seasonal in nature, leading to substantial
differences in cash flow at various times throughout the year. The marketability
of the Company's gas production, if any, will depend in part upon the
availability, proximity and capacity of gas gathering systems, pipelines and
processing facilities. Federal and state regulation of oil and gas production
and transportation, general economic conditions, changes in supply and changes
in demand all could negatively affect the Company's ability to produce and
market oil and natural gas. If market factors were to change dramatically, the
financial impact on the Company could be substantial because the Company would
incur expenses without receiving revenues from sales of production.

The Company depends on industry alliances.

     The Company attempts to limit financial exposure on a project-by-project
basis by forming industry alliances where its technical expertise can be
complemented with the financial resources and operating expertise of established
companies. If the Company is not able to form these industry alliances, its
ability to fully implement its business plan could be limited. This could have a
material, negative effect on the Company's business.

The  Company's  non-operator  status  limits  its  control  over our oil and gas
related projects.

     The Company focuses primarily on providing seismic imaging and analysis and
rely upon other project participants to provide and complete all other project
operations and responsibilities including operating, drilling, marketing and
project administration. As a result, the Company has only a limited ability to
exercise control over a significant portion of a project's operations or the
associated costs of those operations. The success of a project is dependent upon
a number of factors that are outside of the Company's area of expertise and
project responsibilities. These factors include: (1) the availability of
favorable term leases and required permitting for projects, (2) the availability
of future capital resources by the Company and the other participants for the
purchasing of leases and the drilling of wells, (3) the approval of other
participants to the purchasing of leases and the drilling of wells on the
projects, and (4) the economic conditions at the time of drilling, including the
prevailing and anticipated prices for oil and gas. The Company's reliance on
other project participants and its limited ability to directly control certain
project costs could have a material negative effect on its receipt of expected
rates of return on its investment in certain projects.

The Company may not discover reserves.

     The Company's future success is dependent upon its ability to economically
locate oil and gas reserves in commercial quantities. Except to the extent that
the Company acquires properties containing proved reserves or conducts

                                       4

<PAGE>


successful exploration and development activities, or both, its proved reserves,
if any, will decline as reserves are produced. The Company's ability to locate
reserves is dependent upon a number of factors, including its participation in
multiple exploration projects and technological capability to locate oil and gas
in commercial quantities. The Company cannot predict that it will have the
opportunity to participate in projects that economically produce commercial
quantities of hydrocarbons in amounts necessary to meet its business plan or
that the projects in which the Company elects to participate will be successful.
There can be no assurance that the Company's planned projects will result in
significant reserves or that the Company will have future success in drilling
productive wells at low reserve replacement costs. The Company has not yet
established any oil and gas production, and has not booked any proved reserves.

The Company needs additional funding to sustain its operations.

     The Company anticipates that it will need additional funding to sustain its
operations for its oil and gas exploration plans. In October and November 1998,
the Company closed a private placement resulting in a gross capital infusion of
$2,500,000 from various investors. In May 1999, the Company completed an
additional private placement resulting in a gross capital infusion of
$7,000,000. In May 2000, the Company completed an additional private placement
resulting in gross proceeds of $715,000. In August 2000, the Company completed
an additional private offering resulting in gross proceeds of $9,450,000. The
Company does not have a steady source of revenue to provide funding to sustain
operations. The availability of a reliable source of revenue to sustain the
Company's operations is beyond its control.

The Company's exploratory drilling activities are costly and may not be
profitable.

     Exploration for oil and natural gas is a speculative business involving a
high degree of risk, including the risk that no commercially productive oil and
gas reservoirs will be encountered. The cost of drilling, completing and
operating wells is often uncertain and drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors. These include
unexpected formation and drilling conditions, pressure or other irregularities
in formations, equipment failures or accidents, as well as weather conditions,
compliance with governmental requirements and shortages or delays in the
delivery of equipment. The Company's expenditures on oil and natural gas
properties could result in discoveries of oil or natural gas in commercial
quantities. Some or all of its test wells, as a consequence, may not ultimately
be developed into producing wells and may be abandoned. If this is the case, the
Company will have incurred expenses for the abandoned well without receiving any
revenues from that well.

The Company's insurance may not be sufficient to cover all its operations.

     The nature of the oil and gas business involves a variety of risks. These
include the risks of operating hazards such as fires, explosions, cratering,
blowouts, such as the blowout at the exploratory well in which the Company has
an interest in East Lost Hills, and encountering formations with abnormal
pressures. The occurrence of any of these risks could result in losses. The
Company expects to maintain insurance against some, but not all, of these risks
in amounts that it believes to be reasonable in accordance with customary
industry practices. The occurrence of a significant event, however, that is not
fully insured could have a material adverse effect on the Company's financial
position.

                                       5

<PAGE>


Many of the Company's competitors have more resources than the Company.

     The Company competes in the areas of oil and gas exploration with other
companies. Many of these competitors may have substantially larger financial and
other resources than the Company. From time to time, there may be competition
for, and shortage of, exploration, drilling and production equipment. These
shortages could lead to an increase in costs and to delays in operations that
could have a material adverse effect on the Company's business. The Company may
therefore not be able to acquire desirable properties or equipment required to
develop its properties. Problems of this nature also could prevent the Company
from producing any oil and natural gas the Company discovers at the rate it
desires to do so.

Technology changes could put the Company at a competitive disadvantage.

     The oil and gas industry is characterized by rapid and significant
technological advancements and introductions of new products and services using
new technologies. As new technologies develop, the Company may be placed at a
competitive disadvantage, and competitive pressures may force us to implement
those new technologies at a substantial cost. If other oil and gas finding
companies implement new technologies before the Company does, those companies
may be able to provide enhanced capabilities and superior quality compared with
what the Company is able to provide. The Company may not be able to respond to
these competitive pressures and implement new technologies on a timely basis or
at an acceptable cost. One or more of the technologies that the Company
currently utilizes or implements may become obsolete in the future. If this
occurs, the Company's business could be materially adversely affected. If the
Company is unable to utilize the most advanced commercially available
technology, the Company's business could be materially and adversely affected.

Government regulations could hurt the Company's business.

     The production and sale of oil and gas are subject to a variety of federal,
state and local government regulations, including regulations concerning the
prevention of waste, the discharge of materials into the environment, the
conservation of oil and natural gas, pollution, permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, the
unitization and pooling of properties, and various other matters including
taxes. Many jurisdictions have at various times imposed limitations on the
production of oil and gas by restricting the rate of flow for oil and gas wells
below their actual capacity to produce. Although the Company intends to be in
compliance with applicable environmental and other government laws and
regulations, it cannot guarantee that significant costs for compliance will not
be incurred in the future. The November 1998 blow out of the East Lost Hills
exploratory well in which the Company has an interest raises a number of these
risks. Although a majority of the costs associated with the blow out have been
covered by insurance policies in effect when the blow out occurred, a portion of
the claims have not yet been reimbursed through one of the insurance policies.
In November of 2000, the participants (including the Company) filed a claim
against the insurance carriers for reimbursement of these costs. The Company has
advanced approximately $430,500 for its proportionate share of the claims in
order that these claims be paid directly to the claimants.

The Company's operating results may vary significantly.

     The Company's operating results, as a start-up company in the oil and gas
industry, may vary significantly during any financial period. These variations
may be caused by significant periods of time between each of the Company's
discoveries and developments, if any, of oil or natural gas properties in

                                       6

<PAGE>


commercial quantities. These variations may also be caused by the volatility
associated with oil and gas prices.

A possible growth in management could have an adverse effect on the Company's
business.

     Because of the Company's small size, it desires to grow rapidly in order to
achieve certain economies of scale. Although there is no assurance that this
rapid growth will occur, to the extent that it does occur it will place a
significant strain on the Company's financial, technical, operational and
administrative resources. As the Company increases its services and enlarges the
number of projects it is evaluating or in which it is participating, there will
be additional demands on the Company's financial, technical and administrative
resources. The failure to continue to upgrade the Company's technical,
administrative, operating and financial control systems or the occurrence of
unexpected expansion difficulties, including the recruitment and retention of
geoscientists and engineers, could have a material adverse effect on the
Company's business, financial condition and results of operations.

The Company depends on key employees.

     The Company is highly dependent on the services of D. Scott Singdahlsen,
its Chief Executive Officer and President, Andrew P. Calerich, its Chief
Financial Officer, and its other geological and geophysical staff members. The
loss of the services of any of them could hurt the Company's business. The
Company does not have an employment contract with Mr. Singdahlsen, Mr. Calerich
or any other employee.

The Company's business may be limited.

     The Company currently is pursuing only the oil and gas exploration
business. Although the Company is involved in other oil and gas projects, it is
concentrating the majority of its initial oil and gas exploration efforts in the
San Joaquin Basin. The Company is involved in eight separate and distinct
projects in the San Joaquin Basin, but its exploration efforts are concentrated
in this same general area and this lack of diverse business operations subjects
the Company to a high degree of concentration of risks. The Company's future
success may depend upon its success in discovering and developing oil and gas in
commercial quantities on its San Joaquin properties and upon the general
economic success of the oil and gas industry.

Certain Definitions

     Unless otherwise indicated in this Annual Report, natural gas volumes are
stated at the legal pressure base of the state or area in which the reserves are
located at 60(degree) Fahrenheit. Oil equivalents are determined using the ratio
of 6 Mcf of natural gas to one barrel of crude oil, condensate or natural gas
liquids so that 6 Mcf of natural gas are referred to as one barrel of oil
equivalent or "BOE".

     As used in this Annual Report, the following terms have the following
specific meanings: "Mcf" means thousand cubic feet, "Bcf" means billion cubic
feet, "Bbl" means barrel, "MBbl" means thousand barrels, "MMBoe" means million
barrels of oil equivalent, "MMBbl" means million barrels, "MMBO" means million
barrels of oil, "BBO" means billion barrels of oil and "Tcf" means trillion
cubic feet.

     With respect to information concerning the Company's working interests in
wells or drilling locations, "gross" gas and oil wells or "gross" acres is the
number of wells or acres in which the Company has an interest, and "net" gas and

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<PAGE>


oil wells or "net" acres are determined by multiplying "gross" wells or acres by
the Company's working interest in those wells or acres. A "working interest" in
an oil and gas lease is an interest that gives the owner the right to drill,
produce, and conduct operating activities on the property and to receive a share
of production of any hydrocarbons covered by the lease. A working interest in an
oil and gas lease also entitles its owner to a proportionate interest in any
well located on the lands covered by the lease, subject to all royalties,
overriding royalties and other burdens, to all costs and expenses of
exploration, development and operation of any well located on the lease, and to
all risks in connection therewith.

     A "development well" is a well drilled as an additional well to the same
horizon or horizons as other producing wells on a prospect, or a well drilled on
a spacing unit adjacent to a spacing unit with an existing well capable of
commercial production and which is intended to extend the proven limits of a
prospect. The latter type of development well drilling is known as "step-out
drilling". An "exploratory well" is a well drilled to find commercially
productive hydrocarbons in an unproved area, or to extend significantly a known
prospect.

     "Reserves" means natural gas and crude oil, condensate and natural gas
liquids on a net revenue interest basis, found to be commercially recoverable.
"Proved developed reserves" includes proved developed producing reserves and
proved developed behind-pipe reserves. "Proved developed producing reserves"
includes only those reserves expected to be recovered from existing completion
intervals in casing of existing wells when the cost of making such reserves
available for production is relatively small compared to the cost of a new well.
"Proved undeveloped reserves" includes those reserves expected to be recovered
from new wells on proved undrilled acreage or from existing wells where a
relatively major expenditure is required for recompletion.

     "Infill drilling" means drilling of an additional well or additional wells
in order to more adequately drain a reservoir.

     "Stratigraphic trap" means a barrier that impedes the migration of
hydrocarbons caused by either a nonporous formation sealing off the top edge of
a reservoir bed or by a change of porosity and permeability within the reservoir
bed itself. "Strategraphic play" means a prospect targeted to test a
strategraphic trap.

     "API" means a measure of gravity based on standards set by the American
Petroleum Institute.

     "Carried through the tanks" means the Company will not bear any capital
cost for this portion of its working interest until commercial quantities of
hydrocarbons are being produced and are generating revenues. At this point, the
Company will become responsible for paying any additional capital costs and
lease operating expenses as well as receiving its share of revenues from sales.

     "Down-spaced drilling" means a method of development drilling whereby well
density in a given area is increased by drilling between existing wells.

     "Palynology analysis" means an analysis of a rock sequence through
examination of contained spores and/or pollen. A method of age dating strata.

                                       8

<PAGE>


     "Reserve capture" means the quantification of hydrocarbon reserves as a
result of drilling and testing a reservoir.

     "Steam floods" means a secondary recovery technique whereby steam is
injected into a hydrocarbon reservoir in an effort to mobilize heavy (tarry)
oil.

     "Subthrust structure" means a fold of strata which is found beneath a
thrust fault.

     "Swept reservoir pods" means distinct sandstone units that have been
depleted of hydrocarbons through the secondary recovery method of waterflooding.

     "Thrusted anticlinal feature" means a fold of geologic strata that is
bounded by a thrust fault, which is a fault that results in older strata
overlying younger strata.

     "Turbidite" means a stratigraphic sequence deposited by turbidity currents,
commonly associated with submarine canyons.


                           (Intentionally Left Blank)

                                       9

<PAGE>


                                    Strategy

     The Company's business strategy is to continue to enhance shareholder value
by leveraging its technical experience and expertise with seismic technology to
identify exploration and exploitation projects with significant potential
reserves and economic results based on the application of appropriate technology
and suitable project risk management. The Company's ongoing goal is to increase
its reserve base through a focus on mature hydrocarbon basins where it believes
that the historical under-utilization of seismic technology creates tremendous
opportunities. It is the Company's view point that the systematic application of
advanced seismic imaging and visualization to exploration can significantly
reduce drilling risk and enhance financial results. The Company's strategy is to
focus on applying seismic technology to explore properties that lie within these
mature basins and that offer oil and gas reserves that would be materially
significant to the Company.

     The Company has a three-pronged corporate approach for the application of
exploration technology in these mature basins. The three components of this
strategy are set forth below:

     o    Internal generation of exploration and exploitation prospects with
          special emphasis on seismic application to structural and
          stratigraphic play concepts.

     o    Identification and exploitation of non-performing and under-utilized
          existing seismic surveys and acreage positions in which the
          application of technical expertise and advanced interpretation and
          visualization methodologies could significantly impact drilling
          results.

     o    Development of alliances with exploration and production companies
          that lack advanced technical resources and expertise.

Exploration and Operating Approach

     The Company focuses its technical resources on obtaining the highest
quality subsurface image through advanced geological and geophysical methods,
which it believes are more likely to result in the cost effective identification
of oil and gas reserves that are materially significant. The Company is
committed to providing its technical team with access to the required tools and
support necessary to retain a competitive advantage in today's exploration
environment. The Company strives to provide its geoscientists with the most
advanced imaging and analytical technology available and provides employee
incentives to utilize for the recruitment and motivation of these technical
experts.

     The Company adheres to a disciplined approach to selective project
participation. The Company participates only in those projects that it believes
are likely to maximize the return on its capital investment, have significant
reserve growth potential, and benefit from the application of advanced seismic
technology. The Company believes that these factors result in a positive impact
to the finding cost and production economics. The Company actively and
continually manages its portfolio of exploration and exploitation projects. The
aggressive portfolio management enables the Company to maximize the investment
of available capital in a limited number of high impact geologic plays and
projects.

     The Company generates many of its exploration and exploitation projects
internally, and therefore is not dependent on outside parties for project flow.
The Company strives to control all the pre-drill exploration phases, including
the acreage position and the application of seismic technology. With the

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<PAGE>


resulting project control, the Company is in the position to fully manage the
exploration process and determine, subject to its financial resources, the
appropriate level of working interest that it retains in the drilling of any
associated wells. The Company aggressively leverages its project control and
technical expertise to potential industry partners thereby maximizing return on
investment while controlling capital exposure. The Company does not intend to
operate the drilling of project wells, but intends to retain the flexibility to
maintain a sufficient working interest in projects to enhance leverage of its
technical resources and influence operator actions.

Significant Projects

     The Company's exploration activities are primarily focused on the San
Joaquin Basin of California. The Company also has projects in selective Rocky
Mountain areas. Advanced seismic imaging of the structural and stratigraphic
complexities common to these regions provides the Company with enhanced ability
to identify significant hydrocarbon potential. A number of these projects,
especially in the San Joaquin Basin, offer multiple drilling opportunities with
individual wells having the potential capability of encountering multiple
reservoirs.

     The following provides a summary and status of the Company's exploration
areas and significant projects. While actively pursuing specific exploration
activities in each of the following areas, the Company is continually reviewing
additional opportunities in these core areas and in other areas that meet
certain exploration and exploitation criteria. There is no assurance that
drilling opportunities will continue to be identified in the current project
portfolio or that they will be successful if drilled.

San Joaquin Basin, California

     The San Joaquin Basin of California has proven to be one of the most
productive hydrocarbon producing basins in the continental United States. To
date, the approximately 14,000 square mile basin has produced in excess of 13
billion barrels of oil equivalent, and contains 25 fields classified as giant,
with cumulative production of more than 100 MMBoe.

     The San Joaquin Basin contains six of the 25 largest oil fields in the U.S.
All six of these fields were discovered between 1890 and 1911, a full decade
prior to the discovery of the first giant Texas oil field. The basin accounts
for 34 percent of California's actively producing fields, yet produces more than
81 percent of the state's total oil and gas production. Most of the production
within the basin is located along the western and southern end of Kern County.
San Joaquin Basin production totals for 1999 reported by the California
Department of Oil and Gas for all producers in the aggregate indicate total
production of 255.82 MMBoe. Of this figure, Kern County accounts for over 96
percent of the oil production from the San Joaquin Basin.

     Exploration Opportunity. For the 100 plus years of its productive life, the
San Joaquin Basin has been dominated by major oil companies and large fee
acreage holdings. As a result of these conditions, the basin has generally been
under-explored by independent exploration and production companies. The large
fields in the basin were all discovered on surface anticlines and produce mostly
heavy oil from depths of less than 5,000 feet. As a consequence, basin operators
have employed only those advanced engineering technologies related to enhanced
production practices including steam floods and most recently, horizontal
drilling.

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<PAGE>


     The basin as a whole has suffered from a lack of applied exploration
technology and deep drilling. Approximately one percent of the total basin wells
have been drilled to a depth greater than 12,000 feet. Additional 1999
statistics indicate that the average well depth drilled during the year was
approximately 2020 feet.

     With limited exploration in the San Joaquin Basin since the "boom" days of
the early 1980s, the Company believes that multiple exploration opportunities
are available. Deep basin targets, both structural and stratigraphic in nature,
remain largely untested with modern seismic technology and the drill bit. In
addition, retrenchment of the majors in the basin has caused many of them to
rethink their policies regarding their large fee acreage positions. For the
first time in history, many of these companies have opened up these fee acreage
positions to outside exploration by aggressive independent companies.

     East Lost Hills. During 1997, the Company identified and undertook
technical analysis of a deep, large untested structure in the footwall of the
Lost Hills thrust. This prospect lies directly east of and structurally below
the existing Lost Hills field, which has produced in excess of 350 MMBoe from
shallow pay zones in a large thrusted anticlinal feature.

     This unconventional deep prospect had significant structural and reservoir
risk, but the potential for large reserves made it an attractive play. In a
joint effort with Denver based Armstrong Resources LLC ("Armstrong"), the
Company had analyzed and interpreted over 350 miles of high-resolution 2-D
seismic data to help refine the structural mapping of the prospect. Advanced
pre-stack depth migration and interpretation clearly defined a deep sub-thrust
structure. Two wells drilled to the east of the prospect, in the mid-1970s,
proved the productivity potential of free oil (42 degree API) and gas at depths
below 17,000 feet. Source rock and maturation modeling suggested that the oil
generation window exists at depths between 15,000 and 17,000 feet, and that
early migration of hydrocarbons should preserve reservoir quality at East Lost
Hills.

     In early 1998, the Company and Armstrong entered into an exploration
agreement with a number of established Canadian joint interest partners to
participate in the drilling of an initial exploratory well to fully evaluate the
feature. PYR received cash consideration for its share of acreage in this play
and a carried 6.475% working interest through the tanks in the initial
exploration well. PYR owned an additional 4.1% working interest for a total
working interest of 10.575%. During November 2000, the Company purchased an
additional working interest of 1.5443% at East Lost Hills to bring the total
working interest to 12.1193%.

     On May 15, 1998, an initial exploration well, the Bellevue Resources et al.
#1-17 East Lost Hills well, located in SE1/4. Sec 17, T26S, R21E, Kern County,
California, commenced drilling. The well was designed to test prospective
Miocene sandstone reservoirs in the Temblor Formation below 17,000 feet. During
September 1998, the well was sidetracked in an attempt to gain better structural
position and delineate potential uphole pay. On November 23, 1998, the well was
drilling at 17,600 feet toward a total depth of 19,000 feet when it blew out and
ignited. No personal injuries resulted, and an expert well control team was
engaged to contain the fire. Surface containment facilities were installed and
liquid and gas production were contained and were transported to processing and
disposal facilities. A snubbing unit was deployed to attempt a surface control
kill of the Bellevue #1-17, but, after eight kill attempts, was not successful.

     A majority of the costs associated with the blow out have been covered by
insurance policies in effect when the blow out occurred. A portion of the claims
have not yet been reimbursed through one of the insurance policies. The
participants in the project have filed a claim against the insurance carriers
for reimbursement of these costs. The Company has advanced approximately


                                       12

<PAGE>


$430,500 for its proportionate share of the claims in order that these claims be
paid directly to the claimants. These costs are reflected as part of the
property costs for the East Lost Hills exploration project on its August 31,
2000 Balance Sheet.

     On December 18, 1998, a relief well, the Bellevue #1-17R, began drilling.
This well was initially expected to intersect the wellbore of the Bellevue #1-17
at a depth of about 13,500 feet. However, as drilling continued and the
characteristics of the blowout were examined, it was determined that it would be
necessary to intersect the wellbore below 16,000 feet. The relief well was
drilled to 16,668 feet, where it intersected the original well bore. On May 29,
1999, the Bellevue #1-17 well was killed by pumping heavy mud and cement into
the well bore. The 1-17 well bore has been plugged and abandoned and the 1-17R
well has been sidetracked as a replacement well into the targeted Temblor Zone.

     In August of 1999, the Company and other working interest owners commenced
drilling the Berkley ELH #1 well, approximately two miles northwest of the
#1-17R well. On April 12, 2000, this well had drilled to a total depth of 19,724
feet. Production testing commenced on May 28, 2000. On July 6, 2000, based on
the results of the production testing and other analysis, the Company announced
a natural gas discovery at the East Lost Hills Field. Currently, processing
facilities and a connection pipeline are under construction in order to begin
selling natural gas and liquid hydrocarbons in the first quarter of calendar
2001.

     On July 11, 2000, the participants commenced drilling the Berkley ELH #2
well. This well targets the same structure encountered by the Bellevue 1-17,
1-17R and the ELH #1 wells and is located approximately 1.5 miles northwest of
the Berkley ELH #1. Currently, this well has been drilled and cased to a
measured depth of 17,650 feet. The participants intend to drill as much as 250
feet more before commencing completion operations to test this well as a
potential natural gas producer.

     On June 19, 2000, the participants at East Lost Hills commenced drilling
the Berkley ELH #3 well. This well is located approximately one mile southwest
of the Bellevue 1-17R location and is designed to test a geologically separate
feature than the structure encountered by the Bellevue 1-17, 1-17R, ELH #1 and
#2 wells. Currently, this well is drilling ahead at a measured depth of
approximately 17,800 feet.

     On November 26, 2000, the participants commenced drilling the Berkley ELH
#4 well. This well is projected to drill to a total depth of 20,000 feet and
targets the same structure encountered by the Bellevue 1-17, 1-17R and the ELH
#1 and #2 wells.

     The participants may drill from one to as many as six more additional wells
in this prospect during calendar year 2001.

     Wedge Prospect and Bull Dog Prospect. These projects lie northwest of the
East Lost Hills exploration acreage. The Company currently controls
approximately 28,000 gross and net acres in these projects. These are deep
natural gas exploration projects, similar to East Lost Hills. The Company's
personnel have done extensive technical (geological and geophysical) analysis in
this area and have generated 2-3 compelling leads/prospects. The Company
continues the process of showing these projects to a limited number of potential
participants. The Company's approach is to generate an up front cash
consideration and a carried working interest in at least one exploration well.
PYR will be acquiring additional 2D seismic data over this acreage in December
2000. After the acquisition, processing and interpretation of the new seismic
data, the Company expects to be able to sell down a portion of this project and
secure drilling participant(s) during calendar 2001.

                                       13

<PAGE>


     Deep Temblor Exploration Program - Cal Canal, Lucky Dog and Pyramid Power.
In April 1999, the Company purchased a working interest in three additional deep
exploration projects in the San Joaquin Basin of California. These three
projects are in addition to the exploration program initiated by the recent deep
drilling at East Lost Hills, and all three are outside the East Lost Hills joint
venture area. Pursuant to the agreement, the Company purchased working
interests, ranging from 3.00% to 3.75%, in each of the three exploration
prospect areas. PYR's interest will be carried (non-cost bearing) "through the
tanks" in the initial test well in each of the three separate exploration
prospects.

     The three exploration prospects in this program, target the Temblor
Formation at depths ranging from 15,000 to 19,000 feet. Berkley will also
operate these exploration projects in the Deep Temblor Exploration Program.

     The first exploration well in the program (Cal Canal) began drilling on
June 15, 1999. This well was drilled to a total depth of 18,100 feet. Non
commercial hydrocarbon flow rates were obtained from a perforated 10 foot zone
in the lower McDonald. Operations on this well have been temporarily suspended.
The well has not been plugged and/or abandoned. Part of the technical analysis
at Cal Canal is to attempt to determine the potential of success if the well is
deepened. Additional technical work is warranted before the ultimate decision is
made. Because of the uncertainty regarding the future of this well, the Company
has recorded an impairment against this property of $200,000. PYR owns a carried
3.75% working interest in this well.

     Pyramid Power and Lucky Dog remain in the pre-drill exploration phase. The
participants expect to commence drilling operations at Pyramid Power during
calendar year 2001, subject to rig availability. The Lucky Dog prospect remains
in the pre-drill analysis phase and no timeline has been identified for
drilling.

     Rectange Force Prospect. PYR owns 30% of approximately 5,500 gross acres in
this San Joaquin Basin prospect. This is another prospect that targets the
Temblor Formation. PYR may elect to participate in the drilling of an initial
exploration well here at the current 30% ownership, or may elect to sell down
its interest for cash and/or a carried working interest in the initial well.
This prospect is still in the development stage and no drilling plans are
currently in place.

     Southeast Maricopa. This is a moderately deep (approximately 12,000') oil
exploration prospect. During 1998, we acquired new 3-D seismic data over
approximately 52 square miles at Southeast Maricopa. Actual field acquisition of
the data was completed during March of 1998. The processed seismic data was
delivered to PYR in January of 1999. Interpretation of the data took
approximately 6 additional months. Interpretation of the seismic data has
resulted in the identification of a light oil exploration prospect.

     PYR is presenting this prospect to potential industry participants and
intends to generate an up front cash consideration and a carried working
interest in an initial exploration well. Through lease and option, PYR has a
100% working interest in approximately 3,800 gross acres in this project.

     Rocky Mountain Exploration - Foothills Project, Montana. This is a
moderately deep natural gas exploration play with multiple prospect targets.
Extensive geological and geophysical work has been completed. Currently, PYR

                                       14

<PAGE>


controls, through lease, option or farmout, approximately 250,000 gross and
220,000 net acres over a number of identified prospects. Again, PYR's approach
is to complete the technical analysis and control the land, then take the
project to potential industry participants and sell down the working interest to
generate an up front cash consideration and a carried working interest in at
least one initial exploration well. PYR intends to retain a working interest in
this project, and has begun to present this project to a select number of
potential industry participants. This project is still in the pre-drill phase of
the exploration process.

     Rocky Mountain Exploration - Wyoming. PYR has two separate exploration
projects in Wyoming, both of which are in the early stages of development. PYR
is currently interpreting seismic data in order to determine necessary
components of a potential exploration project. PYR has acquired an initial land
position, and continues to build additional land holding as opportunities arise.

Geological and Geophysical Expertise

     The Company's oil and gas finding capabilities are dependent upon the
effective application of seismic imaging technologies. The Company has assembled
a technically experienced staff of in-house geologists and geophysicists with
extensive experience involving the utilization of advanced seismic data imaging
and analysis.

     The Company also has access, both in-house and through consultants, to
state-of-the-art exploration hardware and software applications. The Company
owns a computer aided exploration workstation running the full suite of
GeoGraphix geologic mapping and analysis software. Additionally, the Company
owns one geophysical workstation employing SeisX 2-D and 3-D seismic
interpretation and analysis software. Through a strategic alliance with a
Denver-based seismic consulting firm (Interactive Earth Sciences Corporation),
the Company has full access to multiple UNIX-based seismic interpretation
workstations running the complete Schlumberger/GeoQuest seismic analysis
software package. Through this relationship, the Company also has full access to
GMA seismic modeling software as well as Paradigm Geophysical's GeoDepth
pre-stack depth migration software package.

Drilling Activities

     During 2000, the Company participated in the drilling of the Berkley ELH #1
discovery well, and is participating in the drilling of two additional wells at
East Lost Hills. Although there is no assurance that any additional exploration
wells will be drilled, the Company anticipates the drilling of from one to six
additional wells during 2001, depending on ongoing exploration efforts in
California and in the Rocky Mountains.

Production

     The Company currently does not own any oil or gas production. The Company
has no immediate plans to acquire or purchase any production. The Company also
has no booked reserves at the current time and any near-term reserve additions
would result solely from successful exploration efforts and any successful
development thereof.

                                       15

<PAGE>


Acreage

     The Company currently controls, through lease, farmout, and option, the
following approximate acreage position as detailed below:

     State                            Gross Acres                Net Acres
     -----                            -----------                ---------

    California                           99,000                    39,000
    Rocky Mountain Areas                267,000                   238,000
    --------------------              -----------                ---------
    TOTAL                               366,000                   277,000

Competitive Advantage

     The Company believes that the cumulative experience of its technical and
management team, results in a strong competitive advantage relative to current
competition in these focus areas.

     The Company's expertise in the application of advanced seismic
interpretation methods includes many of the "cutting-edge" technologies
necessary in today's competitive exploration environment. These advanced
techniques include seismic visualization, attribute analysis, geostatistical
modeling, pre-stack depth migration, and the integration of geological and
engineering data in support of reservoir characterization. These advanced
seismic interpretation methods allow the Company to leverage its seismic
experience and expertise with significant exploration and exploitation
opportunities.

     The Company generates the majority of its exploration and exploitation
projects internally, and therefore is not dependent on third parties for project
flow. This results in full control of all pre-drill exploration phases including
the acreage position and application of seismic technology.


ITEM 3.  LEGAL PROCEEDINGS

     In November 2000, the participants (including the Company) in the East Lost
Hills exploration project filed a lawsuit in Los Angeles County (California)
Court against insurance carriers for reimbursement of damage amounts of
$10,500,000 paid by the participants directly to claimants resulting from the
blow out of the East Lost Hills #1-17 well. The Company has advanced $430,500
for its proportionate share of the claims (see "ITEMS 1 AND 2. DESCRIPTION OF
BUSINESS AND PROPERTIES -- San Joaquin Basin, California - East Lost Hills").

     The Company is not a party to any other current or pending legal proceeding
(nor are any of the Company's properties subject to a pending legal proceeding).


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

     Not applicable.

                                       16

<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Since December 8, 1999, the Company's Common Stock has been traded on the
American Stock Exchange under the symbol "PYR." From November 1997 until
December 7, 1999, the stock was traded on the over-the-counter market and was
quoted on the OTC Bulletin Board under the ticker symbol "PYRX." Prior to
November 1997, the Company's trading symbol was "MRVI."

     The table below presents the range of high and low sales prices for the
Company's Common Stock during each of the quarters in the past two fiscal years
as reported by the American Stock Exchange and the OTC Bulletin Board.

                                                 Sales Prices
                                                 ------------
      Quarter Ended                         High             Low
      -------------                         ----             ---

     November 30, 1998                     3.5625           .4375
     February 28, 1999                     5.00            1.375
     May 31, 1999                          3.00            1.75
     August 31, 1999                       5.125           2.125
     November 30, 1999                     5.312           3.625
     February 29, 2000                     4.625           2.875
     May 31, 2000                          5.938           2.75
     August 31, 2000                       7.125           3.50


     On November 28, 2000, the closing sales price for the Company's Common
Stock was $6.00 per share.

Number Of Stockholders Of Record

     On November 28, 2000, the number of stockholders of record of the Company
was approximately 2,250.

Dividend Policy

     The Company has not declared or paid any cash dividends on its Common Stock
since its formation and does not presently anticipate paying any cash dividends
on its Common Stock in the foreseeable future. The Company currently intends to
retain any future earnings to finance the expansion and continued development of
its business.

Recent Sales of Unregistered Securities

     In May 2000, the Company completed the sale of 22,000 units of common stock
and warrants to purchase common stock pursuant to a private placement at a price
of $32.50 per unit. The units were sold to a total of ten investors who were all
accredited investors pursuant to one or more exemptions from registration in
accordance with Rules 505 and/or 506 and/or Sections 3(b) and/or 4(2) of the
Securities Act. Each unit consisted of ten shares of common stock and one

                                       17

<PAGE>


immediately exercisable warrant to purchase one share of common stock at an
exercise price of $4.25. The warrants expire on May 19, 2003. The Company may
repurchase the warrants at a repurchase price of $.001 per warrant if the
weighted average trading price of the Company's common stock for 30 calendar
days exceeds $7.50 per share. Proceeds from the offering were $715,000, before
costs of the offering of $11,857. There were no fees or commissions paid to
brokers or underwriters or placement agents in conjunction with this placement.

     In August 2000, the Company completed the sale of 540,000 units of common
stock and common stock warrants to purchase common stock pursuant to a private
placement at a price of $17.50 per unit. The units were sold to a total of 22
investors who were all accredited investors pursuant to one or more exemptions
from registration in accordance with Rules 505 and/or 506 and/or Sections 3(b)
and/or 4(2) of the Securities Act. Each unit consisted of five shares of common
stock and one immediately exercisable warrant to purchase one share of common
stock at an exercise price of $4.80. The warrants expire on July 31, 2003. The
Company may repurchase the warrants at a repurchase price of $.001 per warrant
if the weighted average trading price of the Company's common stock for 30
trading days exceeds $10.00 per share. Proceeds from the offering were
$9,450,000, before costs of the offering of $567,436. The Company paid a
commission in conjunction with this placement to one placement agent of $378,000
in cash and warrants to purchase 70,875 shares of common stock at an exercise
price of $5.50 per share (total value of the warrants was $110,606 and is
included in the $567,436 reflected above).


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

     The following is a discussion and comparison of the financial condition and
results of operations of the Company as of and for the twelve months ended
August 31, 2000 ("2000"), and as of and for the twelve months ended August 31,
1999 ("1999"). This discussion should be read in conjunction with the Company's
Financial Statements, the notes related thereto, and the other financial data
included elsewhere in this Annual Report on Form 10-KSB.

Overview

     The Company is a development stage independent oil and gas exploration
company whose strategic focus is the application of advanced seismic imaging and
computer aided exploration technologies in the systematic search for commercial
hydrocarbon reserves, primarily in the onshore western United States. The
Company attempts to leverage its technical experience and expertise with seismic
data to identify exploration and exploitation projects with significant
potential economic return. The Company intends to participate in selected
exploration projects as a non-operating, working interest owner, sharing both
risk and rewards with its partners. The Company has pursued, and will continue
to pursue, exploration opportunities in regions where the Company believes
significant opportunity for discovery of oil and gas exists. By attempting to
reduce drilling risk through seismic technology, the Company seeks to improve
the expected return on investment in its oil and gas exploration projects.

     During 2000, the Company incurred approximately $1,319,000 for costs
related to continued leasing and optioning of acreage and approximately
$4,038,000 for drilling and seismic costs associated with deep exploratory
drilling at the Company's East Lost Hills project. The Company had no revenues
from oil and gas production during 2000.

                                       18

<PAGE>


     During 1999, the Company incurred approximately $876,000 for costs related
to continued leasing and optioning of acreage, $1,094,000 for positions in
additional exploration projects in California, $313,000 for costs relating to
seismic and $480,000 in drilling costs associated with deep exploratory drilling
at the Company's East Lost Hills project.

     The Company currently anticipates that it will participate in the drilling
of at from one to six wells during its fiscal year ending August 31, 2001
("2001"), although the number of wells may increase as additional projects are
added to the Company's portfolio. However, there can be no assurance that any
such wells will be drilled and if drilled that any of these wells will be
successful. See "ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND
PROPERTIES-Disclosure Regarding Forward-Looking Statements And Cautionary
Statements- The Company has a limited operating history."

     The Company's future financial results continue to depend primarily on (i)
the Company's ability to discover commercial quantities of hydrocarbons; (ii)
the market price for oil and gas; (iii) the Company's ability to continue to
source and screen potential projects; and (iv) the Company's ability to fully
implement its exploration and development program. There can be no assurance
that the Company will be successful in any of these respects or that the prices
of oil and gas prevailing at the time of production will be at a level allowing
for profitable production. See "ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND
PROPERTIES- "- The Company needs additional funding to sustain its operations",
and "- The Company's exploratory drilling activities are costly and may not be
profitable."

Results of Operations

     The twelve months ended August 31, 2000 ("2000") compared with the twelve
months ended August 31, 1999 ("1999")

     Operations during the fiscal year ended August 31, 2000 resulted in a net
loss of ($982,547) compared to a net loss ($1,140,407) for the fiscal year ended
August 31, 1999.

     Oil and Gas Revenues and Expenses. At August 31, 2000, the Company did not
own any producing or proved oil and gas properties, and no oil and gas
production revenues or expenses had been recorded by the Company.

     General and Administrative Expense. The Company incurred $929,000 and
$743,000 in general and administrative expenses during 2000 and 1999,
respectively. The increase results from increases in shareholder and business
promotion costs resulting from our listing on the American Stock Exchange and
from our expanding investor and shareholder base, and from additional increases
in personnel and salaries associated with the hiring of additional technical and
administrative personnel in pursuit of the development of the Company's
exploration and exploitation plan.

     Dry Hole, Impairment and Abandonments. In 2000, the Company recorded an
impairment of $200,000 against its Cal Canal project. In 1999, the Company
re-evaluated its School Road project and recorded an impairment of approximately
$285,000 against its basis in this project. Also in 1999, the Company had
abandoned projects and recorded an abandonment cost of approximately $21,000
associated with these projects.

     Interest Expense. The Company recorded nominal interest expense in 2000.
The Company recorded $183,000 in interest expense during 1999, predominately
associated with the 10% Convertible Debentures that were outstanding from
October 26, 1998 through April 16, 1999. Per the Convertible Debenture

                                       19

<PAGE>


agreement, the Company elected to pay this interest by issuing 53,326 shares of
the Company's common stock. These Debentures were converted into Series A
Convertible Preferred Stock on April 16, 1999. The Company is obligated to pay a
10 percent dividend on the outstanding preferred stock. During 2000, the Company
paid dividends to the holders of preferred stock of approximately $178,600 by
issuing a total of 38,531 shares of common stock.

     Depreciation, Depletion and Amortization. The Company recorded no depletion
expense from oil and gas properties in 2000 or 1999. At August 31, 2000 and
1999, the Company did not own any proved reserves and had no oil or gas
production. The Company recorded $18,327 and $24,111 in depreciation expense
associated with capitalized office furniture and equipment during 2000 and 1999,
respectively.

     During the fiscal year ended August 31, 2000, the Company's carrying costs
for undeveloped oil and gas properties increased by approximately $5,729,000.
This net increase is comprised of drilling costs, costs associated with
acquiring/retaining exploration acreage and seismic costs associated with
undeveloped oil and gas projects of $5,929,000 and a property impairment of
$200,000.

     During the fiscal year ended August 31, 1999, the Company's carrying costs
for undeveloped oil and gas properties increased by a net amount of
approximately $2,560,000. This net increase is comprised of expenditures on
undeveloped oil and gas prospects of approximately $2,889,000, and property
abandonments and impairments of approximately $330,000.

Liquidity and Capital Resources

     At August 31, 2000, the Company had a working capital amount of $8,452,642.
In May 2000, the Company completed the sale of 22,000 units of common stock and
warrants pursuant to a private placement at a price of $32.50 per unit. Each
unit consist of 10 shares of common stock and one warrant to purchase one share
of common stock at an exercise price of $4.25 per share for a period of three
years. Proceeds from the offering were $715,000, before costs of the offering of
$11,857. In August 2000, the Company completed the sale of 540,000 units of
common stock and warrants pursuant to a private placement at a price of $17.50
per unit. Each unit consisted of 5 shares of common stock and one immediately
exercisable warrant to purchase one share of common stock at an exercise price
of $4.80 per share for a period of three years. Proceeds from the offering were
$9,450,000, before costs of the offering of $567,436 (including warrants valued
at $110,606).

     Cash used in investing activities during 2000 totaled $822,405. Of this
amount, $5,929,267 was used in conjunction with the Company's oil and gas
exploration and exploitation plan, $5,111,062 was generated through the sale of
government backed securities and $4,200 was used for office furniture and
equipment.

     The Company had no outstanding long-term debt at August 31, 2000. The
Company has not entered into any commodity swap arrangements or hedging
transactions. Although it has no current plans to do so, it may enter into
commodity swap and/or hedging transactions in the future in conjunction with oil
and gas production. Nevertheless, there can be no assurance that the Company
will ever have oil and gas production.

     It is anticipated that the future development of the Company's business
will require additional (and possibly substantial) capital expenditures.
Depending upon the extent of success of the Company's ability to sell additional

                                       20

<PAGE>


     prospects for cash, the level of industry participation in the Company's
exploration projects, the continuing results at East Lost Hills and the Deep
Temblor exploration program, the Company may require from $6,000,000 to over
$12,000,000 for capital expenditures relating to exploration and potential
development of its projects during the 12 month period ending August 31, 2001.
See "ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND PROPERTIES-Disclosure Regarding
Forward-Looking Statements And Cautionary Statements - Cautionary Statements -
The Company needs additional funding to sustain its operations." The Company
intends to attempt to limit capital expenditures by forming industry alliances
and exchanging an appropriate portion of its interest for cash and/or a carried
interest in its exploration projects. Although currently there are no
commitments for additional funding, the Company may need to raise additional
funds to cover capital expenditures. See "ITEMS 1 AND 2. DESCRIPTION OF BUSINESS
AND PROPERTIES-- Disclosure Regarding Forward-Looking Statements And Cautionary
Statements--Cautionary Statements" and "--Significant Properties--San Joaquin
Basin, California".

Year 2000 Compliance

     Year 2000 compliance is the ability of computer hardware and software to
respond to the problems posed by the fact that computer programs traditionally
have used two digits rather than four digits to define an applicable year. The
Company has not encountered any adverse effects as the result of Year 2000
compliance. The Company continues to monitor its internal systems and has
contingency plans in place in the event that a Year 2000 failure should occur.

                                       21

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

         The Financial Statements that constitute Item 7 are attached at the end
of this Annual Report on Form 10-KSB. An index to these Financial  Statements is
set forth below:

                                                                     Page
                                                                     ----
         Independent Auditor's Report                                F-2

         Balance Sheet
                  August 31, 2000                                    F-3

         Statements of Operations
                  Years ended August 31, 1999 and 2000
                  And cumulative amounts from Inception
                  To August 31, 2000.                                F-4

         Statements of Members'/Stockholders' Equity
                  Period from Inception (May 31, 1996) to
                  December 31, 1996, Eight Months Ended
                  August 31, 1997 and Years Ended August
                  31, 1998, 1999 and 2000.                           F-5, F-7

         Statements of Cash Flows
                  Years ended August 31, 1999 and 2000
                  And cumulative amounts from Inception
                  To August 31, 2000.                                F-8 - F-9

         Notes To Financial Statements                               F-10 - F-20

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

<PAGE>




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

     Not applicable.

                                       22

<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

     The directors and executive officers of the Company, their respective
positions and ages, and the year in which each director was first elected, are
set forth in the following table. Each director has been elected to hold office
until the next annual meeting of stockholders and thereafter until his successor
is elected and has qualified. Additional information concerning each of these
individuals follows the table.


           Name           Age    Position with the Company      Director Since
           ----           ---    -------------------------      --------------

D. Scott Singdahlsen      42      Chief Executive Officer,          1997
                                  President, and Chairman
                                  Of the Board

Andrew P. Calerich        36      Chief Financial Officer,
                                  Vice President and
                                  Secretary                          ---

Keith F. Carney           44      Director                          1997

S. L. Hutchison           67      Director                          1999

Bryce W. Rhodes           47      Director                          1999

Kenneth R. Berry, Jr.     48      Vice President-Land                ---


     D. Scott Singdahlsen has served as President, Chief Executive Officer, and
Chairman of the Board of the Company since August 1997. Mr. Singdahlsen
co-founded PYR Energy, LLC in 1996, and served as General Manager and
Exploration Coordinator. In 1992, Mr. Singdahlsen co-founded Interactive Earth
Sciences Corporation, a 3-D seismic management and interpretation consulting
firm in Denver, where he served as vice president and president and lead seismic
interpretation specialist from 1992 to 1996. Prior to forming Interactive Earth
Sciences Corporation, Mr. Singdahlsen was employed as a Development Geologist
for Chevron USA in the Rocky Mountain region. At Chevron, Mr. Singdahlsen was
involved in 3-D seismic reservoir characterization projects and geostatistical
analysis. Mr. Singdahlsen started his career at UNOCAL as an Exploration
Geologist in Midland, Texas. Mr. Singdahlsen earned a B.A. in Geology from
Hamilton College and a M.S. in Structural Geology from Montana State University.

     Andrew P. Calerich has served as Chief Financial Officer of the Company
since August 1997, as Secretary of the Company since May 1998 and as Vice
President since August of 1999. From 1993 to 1997, Mr. Calerich was a business
consultant specializing in accounting for public and private oil and gas
producers in Denver. From 1990 to 1993, Mr. Calerich was employed as corporate
Controller at a public oil and gas company in Denver. Mr. Calerich began his
professional career in public accounting in the tax department at Arthur
Andersen & Company. Mr. Calerich is a Certified Public Accountant and earned
B.S. degrees in both Accounting and Business Administration at Regis College.

     Keith F. Carney has served as a Director of the Company since August 1997.
Since October 1997, Mr. Carney has been Executive Vice-President of Cheniere
Energy, Inc., a Houston based public oil and gas exploration company. From July

                                       23

<PAGE>


1997 until October 1997, Mr. Carney served as Chief Financial Officer of
Cheniere Energy. After earning his M.B.A. degree from the University of Denver
in 1992, Mr. Carney was employed as a Securities Analyst in the oil and gas
exploration/production sector with Smith Barney, Inc. Mr. Carney began his
career as an exploration Geologist at Shell Oil after earning B.S. and M.S.
degrees in Geology from Lehigh University.

     S. L. Hutchison has been a Director of the Company since April 1999, when
he was nominated and elected to the Board in connection with the sale by the
Company of convertible promissory notes issued in a private placement
transaction in October and November 1998. Since 1979, Mr. Hutchison has served
as Vice President and Chief Financial Officer of Victory Oil Company, an oil and
gas production company based in California, and other companies in the Victory
Group of Companies. Also during that period, Mr. Hutchison has served as
Vice-President and Chief Financial Officer and a Director of Crail Capital, a
real estate investment company that is owned by Victory Oil Company, and Victex,
Inc., a real estate and oil and gas company. Mr. Hutchison also serves as Chief
Financial Officer and a director of each of the Crail Johnson Foundation and the
Independent Oil Producers Agency, and is the Treasurer and a director of the Los
Angeles Maritime Institute. Mr. Hutchison received a Bachelor's degree in
accounting from the University of Washington in 1954.

     Bryce W. Rhodes has been a Director of the Company since April 1999, when
he was nominated and elected to the Board in connection with the sale by the
Company of convertible promissory notes issued in a private placement
transaction in October and November 1998. Since 1996, Mr. Rhodes has served as
Vice President of Whittier Energy Company ("WEC"), an oil and gas investment
company. Mr. Rhodes served as Investment Manager of WEC from 1990 until 1996.
Mr. Rhodes received B.A. degrees in Geology and Biology from the University of
California, Santa Cruz, in 1976 and an MBA degree from Stanford University in
1979.

     Kenneth R. Berry, Jr. has served as Vice President of land since August,
1999 and as land manager for the Company since October 1997. Mr. Berry is
responsible for the management of all land issues including leasing and
permitting. Mr. Berry has 23 years of experience as an independent landman.
Prior to joining the Company, Mr. Berry served as the managing land consultant
for Swift Energy Company in the Rocky Mountain region. Mr. Berry began his
career in the land department with Tenneco Oil Company after earning a B.A.
degree in Petroleum Land Management at the University of Texas - Austin.

Board And Committee Meetings

     The Board of Directors met six times during the fiscal year ended August
31, 2000 and all directors were present at each of those meetings.

     The Board of Directors currently has a Compensation Committee which met
once during the fiscal year ended August 31, 2000 and all members of the
Compensation Committee participated in those meetings. The Compensation
Committee has the authority to establish policies concerning compensation and
employee benefits for employees of the Company. The Compensation Committee
reviews and makes recommendations concerning the Company's compensation policies
and the implementation of those policies and determines compensation and
benefits for executive officers. The Compensation Committee currently consists
of Messrs. Carney, (Chairman), Hutchison and Rhodes, each of whom is an outside
director.

                                       24

<PAGE>
<TABLE>
<CAPTION>


     The Board of Directors currently has an audit committee consisting of
Messrs. Hutchison (Chairman), Carney and Rhodes. The audit committee did not
meet formally during the fiscal year ending August 31, 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
The Company believes that during the year ended August 31, 2000, its officers,
directors and holders of more than 10% of the Company's common stock complied
with all Section 16(a) filing requirements. In making these statements, the
Company has relied upon the written representations of its directors and
officers and the Company's review of the monthly statements of changes filed
with the Company by its officers and directors.


ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth in summary form the compensation received
during each of the Company's last three successive completed fiscal years by D.
Scott Singdahlsen, the Chief Executive Officer, President and Chairman Of The
Board of the Company. No executive officer of the Company, other than the Chief
Executive Officer and the Chairman Of The Board, received total salary and bonus
exceeding $100,000 during any of the last three fiscal years.

                                             Summary Compensation Table
                                             --------------------------
                                                                                Long Term Compensation
                                                                                ----------------------
                                    Annual Compensation                      Awards               Payouts
                                    -------------------                      ----------------------------

                                                                    Restricted
                                                         Other Annual  Stock       LTIP     All other
Name and Principal Position Fiscal   Salary       Bonus  Compensation  Awards ($) Options    Payouts   Compensation
                            Year     ($)(1)      ($)(2)     ($)(3)                 (#)        ($)(4)      ($)(5)


<S>                         <C>      <C>          <C>         <C>       <C>         <C>        <C>           <C>
D. Scott Singdahlsen        2000     $110,000     -0-         -0-       -0-         -0-        -0-           -0-
Chief Executive Officer,
President and Chairman      1999     $77,917      -0-         -0-       -0-         -0-        -0-           -0-
Of the Board
                            1998     $75,000      -0-         -0-       -0-         -0-        -0-           -0-

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

(1) The dollar value of base salary (cash and non-cash) received during the year
indicated.

(2) The dollar value of bonus (cash and non-cash) received during the year
indicated.

(3) During the period covered by the Summary Compensation Table, the Company did
not pay any other annual compensation not properly categorized as salary or
bonus, including perquisites and other personal benefits, securities or
property.

(4) The Company does not have in effect any plan that is intended to serve as
incentive for performance to occur over a period longer than one fiscal year
except for the Company's 1997 and 2000 Stock Option Plans.

                                       25
</TABLE>

<PAGE>


(5) All other compensation received that the Company could not properly report
in any other column of the Summary Compensation Table including annual Company
contributions or other allocations to vested and unvested defined contribution
plans, and the dollar value of any insurance premiums paid by, or on behalf of,
the Company with respect to term life insurance for the benefit of the named
executive officer, and, the full dollar value of the remainder of the premiums
paid by, or on behalf of, the Company.

1997 Stock Option Plan

     In August 1997, the Company's 1997 Stock Option Plan (the "1997 Plan") was
adopted by the Board of Directors of the Company and subsequently approved by
the Company's stockholders. Pursuant to the 1997 Plan, the Company may grant
options to purchase an aggregate of 1,000,000 shares of the Company's Common
Stock to key employees, directors, and other persons who have contributed or are
contributing to the success of the Company. The options granted pursuant to the
1997 Plan may be either incentive options qualifying for beneficial tax
treatment for the recipient or nonqualified options. The 1997 Plan may be
administered by the Board of Directors or by an option committee. Administration
of the 1997 Plan includes determination of the terms of options granted under
the 1997 Plan. At August 31, 1999, options to purchase 821,000 shares were
outstanding under the 1997 Plan. During fiscal year ended August 31, 2000,
options to purchase 179,000 additional shares were granted and options to
purchase 27,500 shares were exercised so that, as of August 31, 2000, options to
purchase 972,500 shares were outstanding and there are no remaining shares that
may be granted pursuant to the 1997 Plan.

2000 Stock Option Plan

     In March 1999, the Company's 2000 Stock Option Plan (the "2000 Plan") was
adopted by the Board of Directors of the Company and subsequently approved by
the Company's stockholders. Pursuant to the 2000 Plan, the Company may grant
options to purchase an aggregate of 500,000 shares of the Company's Common Stock
to key employees, directors, and other persons who have contributed or are
contributing to the success of the Company. The options granted pursuant to the
2000 Plan may be either incentive options qualifying for beneficial tax
treatment for the recipient or nonqualified options. The 2000 Plan may be
administered by the Board of Directors or by an option committee. Administration
of the 2000 Plan includes determination of the terms of options granted under
the 2000 Plan. During the fiscal year ended August 31, 2000, options to purchase
200,000 shares were so that, as of August 31, 2000, options to purchase 200,000
shares were outstanding and 300,000 shares may be granted pursuant to the 2000
Plan.

Compensation Of Outside Directors

     Currently, outside directors are compensated for serving as a director by
vesting options to purchase 2,500 shares of the Company's common stock for every
complete fiscal quarter served as a director. Directors are also reimbursed for
direct expenses incurred in attending meetings and for other expenses incurred
on behalf of the Company.

Employment Contracts And Termination of Employment And Change-In-Control
Arrangements

     The Company does not have any written employment contracts with respect to
any of its officers or other employees. The Company has no compensatory plan or
arrangement that results or will result from the resignation, retirement, or any
other termination of an executive officer's employment with the Company or from

                                       26

<PAGE>


a change-in-control of the Company or a change in an executive officer's
responsibilities following a change-in-control, except that both the 1997 Plan
and the 2000 Plan provides for vesting of all outstanding options in the event
of the occurrence of a change-in-control.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of November 28, 2000, there were 19,204,069 shares of the Company's
$.001 par value common stock (the "Common Stock") outstanding. The following
table sets forth certain information as of November 28, 2000, with respect to
the beneficial ownership of the Company's Common Stock by each director, by all
executive officers and directors as a group, and by each other person known by
the Company to be the beneficial owner of more than five percent of the
Company's Common Stock:

                                                                  Percentage of
Name and Address of                          Number of Shares        Shares
Beneficial Owner                           Beneficially Owned (1)  Outstanding
----------------                           ----------------------  -----------

D. Scott Singdahlsen                         1,935,000 (2)           10.0%
1675 Broadway, Suite 2450
Denver, Colorado 80202

Keith F. Carney                                119,289 (3)            1.0%
915 Bay Oaks Road
Houston, Texas 77008

S.L. Hutchison                               3,061,059 (4)           16.0%
c/o Victory Oil Company
222 West Sixth Street, Suite 1010
San Pedro, California 90731

Bryce W. Rhodes                                267,825 (5)            1.4%
c/o Whittier Energy Company
1600 Huntington Drive
South Pasadena, California 91030

All Executive Officers and Directors as a    5,906,038               30.8%
group  (six persons)                         (2)(3)(4)(5)(6)(7)

Victory Oil Company                          2,943,711 (8)           15.3%
222 West Sixth Street, Suite 1010
San Pedro, California 90731

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

(1) "Beneficial ownership" is defined in the regulations promulgated by the U.S.
Securities and Exchange Commission as having or sharing, directly or indirectly
(i) voting power, which includes the power to vote or to direct the voting, or
(ii) investment power, which includes the power to dispose or to direct the
disposition, of shares of the common stock of an issuer. Unless otherwise
indicated, the beneficial owner has sole voting and investment power.

                                       27

<PAGE>


(2) The shares shown for Mr. Singdahlsen include 200,000 shares owned by Mr.
Singdahlsen's two minor children.

(3) Includes options to purchase 10,000 shares at $4.125 per share until
December 20, 2001 that currently are exercisable or that will become exercisable
within the next 60 days. Also includes common stock purchase warrants enabling
this shareholder/director to purchase an additional 2,400 shares at $2.50 per
share until May 14, 2004.

(4) Includes 66,667 shares of Common Stock that may be issued upon the
conversion of Series A Preferred Stock held by Mr. Hutchison. Also includes
options to purchase 10,000 shares at $4.125 per share until December 20, 2001
that currently are exercisable or that will become exercisable within the next
60 days. Also includes currently exercisable warrants to purchase 2,500 shares
at $2.50 per share until May 14, 2004. Also includes the shares shown as
beneficially owned by Victory Oil Company as described in note (8) below. Mr.
Hutchison is the Vice President and Chief Financial Officer of Victory Oil
Company. Mr. Hutchison disclaims beneficial ownership of the shares beneficially
owned by Victory Oil Company.

(5) Includes 44,444 shares of Common Stock that may be issued upon the
conversion of Series A Preferred Stock held by a company owned by Mr. Rhodes.
Also includes options to purchase 10,000 shares at $4.125 per share until
December 20, 2001 that currently are exercisable or that will become exercisable
within the next 60 days. Also includes 183,750 shares and currently exercisable
warrants to purchase 7,845 shares for $2.50 per share until May 14, 2004 and
currently exercisable warrants to purchase 2,000 shares for $4.25 per share
until May 24, 2003 that are held by Whittier Energy Company. Mr. Rhodes is a
Vice President of Whittier Energy Company.

(6) Includes 15,000 shares of Common Stock and options to purchase 190,000
shares of Common Stock that currently are exercisable or that will become
exercisable within the next 60 days that are held by Andrew P. Calerich,
Vice-President, Chief Financial Officer and Secretary of the Company, and 31,000
shares and currently exercisable warrants to purchase 1,600 shares for $2.50 per
share until May 14, 2004 held by Mr. Calerich's wife's individual retirement
account.

(7) Includes the following securities held directly or indirectly by Kenneth R.
Berry, Jr., who is Vice President of Land: an aggregate of 65,640 shares owned
by various entities, IRAs, and trusts with which Mr. Berry, or his spouse or
minor daughter, is associated; currently exercisable warrants to purchase up to
3,125 shares at $2.50 per share until May 14, 2004 that are held by an entity
which is owned by Mr. Berry; currently exercisable warrants to purchase up to
1,500 shares for $2.50 per share until May 14, 2004 that are beneficially owned
by Mr. Berry's minor daughter; currently exercisable options to purchase up to
75,000 shares for $1.50 per share until November 10, 2002; currently exercisable
options to purchase up to 20,000 shares for $1.28 per share until May 26, 2001;
and currently exercisable options to purchase up to 120,000 shares for $.6875
per share until September 11, 2003.

(8) Includes 1,111,112 shares of Common Stock that may be issued upon the
conversion of Series A Preferred Stock held by Victory Oil Company. Also
includes 100,000 shares owned by Crail Fund, a partnership that is owned by the
shareholders of Victory Oil Company. See "ITEM 12 - CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS -- 1998 Private Placement Of Notes".

                                       28

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1998 Private Placement Of Notes
-------------------------------

     In November 1998, the Company completed the sale of convertible promissory
notes (the "Notes") in the total amount of $2,500,000 in a private placement
transaction pursuant to exemptions from federal and state registration
requirements. Victory Oil Company ("Victory") purchased $1.0 million of Notes,
and parties related to Whittier Energy Company ("WEC") purchased $500,000 of
Notes. The remaining $1.0 million of Notes were sold to other investors. The
Notes were automatically converted into shares of Series A Preferred Stock (the
"Series A Preferred") at the rate of one share for each $100 principal amount of
Notes upon approval by the stockholders of the Series A Preferred on April 16,
1999. As a result, no Notes currently are outstanding.

     The following is a summary of the rights of the Series A Preferred:

     o    Each share of Series A Preferred has a face value of $100 per share.

     o    An annual dividend of 10% is payable on the Series A Preferred
          semi-annually. The payment will be made either in cash or in common
          stock, at the option of the Company. If paid with common stock, the
          common stock will be issued at a rate based on a 45 day weighted
          average trading price of the common stock.

     o    The Series A Preferred is convertible, in whole or in part, into
          common stock at the rate of one share of common stock for each $.60 of
          face value of Series A Preferred (or 166.67 shares of common stock for
          each $100 face amount share of Series A Preferred). The conversion
          right may be exercised at any time and from time to time.

     o    The Company has the right to require holders to convert their Series A
          Preferred into common stock in the following circumstances:

          o    The Company had the right to require that one-third of the
               outstanding Series A Preferred be redeemed or converted at any
               time after October 26, 1999, provided that the market value of
               the Company's common stock is at least $2.40 per share, based on
               a 45-day weighted average trading price. At October 26, 1999 the
               Company had exceeded the $2.40 per share requirement and
               subsequently gave notice of redemption of one-third of the
               outstanding Series A Preferred to the holders of the Series A
               Preferred. All these shares were converted into common stock.

          o    The Company has the right to require that two-thirds of the
               outstanding Series A Preferred be redeemed or converted at any
               time after October 26, 2000, provided that the market value of
               the common stock is at least $3.60 per share.

          o    The Company has the right to require all of the outstanding
               Series A Preferred be redeemed or converted beginning at any time
               after October 26, 2000, provided that the market value of the
               common stock is at least $4.80 per share. At October 26, 2000,
               the Company had exceeded the $4.80 per share weighted trading

                                       29

<PAGE>


               average requirement. In November 2000, the Company informed the
               holders of the Series A Preferred Stock that the outstanding
               shares would be redeemed at 5:00 p.m. on December 8, 2000 if they
               were not converted into common stock prior to that time.

          o    The Company has the right, beginning October 26, 2000, to require
               that all the outstanding Series A Preferred be redeemed or
               converted if the Corporation has accumulated retained earnings
               equal to or greater than $3,750,000.

     o    In a vote of stockholders, other than for the election of directors of
          the Company, the holders of the Series A Preferred are entitled to
          vote the number of votes equal to the number of shares into which the
          Series A Preferred may be converted, or 167 votes for each share of
          Series A Preferred.

     o    The holders of the Series A Preferred, as a separate class, have the
          right to elect two members of the Board of Directors of the Company
          when 10,000 or more shares of Series A Preferred are outstanding. If
          the Board of Directors is increased to a number greater than six, the
          holders of the Series A Preferred may elect one-third of the total
          number of directors when 10,000 or more shares are outstanding. When
          more than 5,000 shares but less than 10,000 shares of Series A
          Preferred are outstanding, the holders of Series A Preferred have the
          right to elect one member of the Board of Directors. If the Board of
          Directors is increased to a number greater than six, the holders of
          the Series A Preferred may elect one-sixth of the total number of
          directors when more than 5,000 shares but less an 10,000 shares are
          outstanding.

     In connection with the sale of the Notes, the Company agreed to add, and
the stockholders of the Company subsequently approved the election of, S.L.
Hutchison and Bryce W. Rhodes to the Board of Directors. Mr. Hutchison is the
Chief Financial Officer of Victory and Mr. Rhodes is a Vice President of WEC.

     As a condition to the sale of the Notes, D. Scott Singdahlsen who is
President, CEO and a director of the Company, entered into a voting agreement
(the "Voting Agreement") with the purchasers of the Notes. Pursuant to the
Voting Agreement, Mr. Singdahlsen agreed that he will vote all the shares of
common stock of the Company owned by him in favor of the election of two
nominees of the investors to serve on the Board of Directors of the Company and
for the re-election of those nominees or other nominees at any time that the
aggregate percentage ownership of common equity of the Company underlying the
Notes or Series A Preferred owned by the investors is 20 percent or more of the
outstanding common stock. At the annual meeting of stockholders held on April
16, 1999, all of Mr. Singdahlsen's shares were voted in favor of the two
nominees. Mr. Singdahlsen is required to vote for only one nominee at any time
after the aggregate percentage ownership of common equity of the Company owned
by the investors is less than 20 percent and greater than or equal to 10 percent
of the outstanding common stock. The obligation of Mr. Singdahlsen to vote for
any nominees of the investors terminates at any time after the percentage
ownership of common equity of the Company owned by the investors is less than 10
percent of the outstanding common stock. Mr. Singdahlsen is not required to vote
for the designated board members at any time that the holders of the Series A
Preferred have the right voting separately as a class to elect those designated
board members.

                                       30

<PAGE>


May 1999 Private Placement Of Units
-----------------------------------

     In May 1999, the Company completed a private placement of $7,000,000 of
units at $16 per unit, with each unit consisting of 10 shares of common stock
and a warrant to purchase one share of common stock at an exercise price of
$2.50 per share until May 14, 2004. The private placement was made pursuant to
exemptions from federal and state registration requirements. 93,750 units for
$1,500,000 and 7,875 units for $126,000 were purchased by Victory and WEC,
respectively.

May 2000 Private Placement Of units
-----------------------------------

     In May 2000, the Company completed a private placement of $715,000 of units
at $32.50 per unit, with each unit consisting of 10 shares of common stock and a
warrant to purchase one share of common stock at an exercise price of $4.25 per
share until May 19, 2003. The private placement was made pursuant to exemptions
from federal and state registration requirements. A total of 2,000 units for
$65,000 were purchased by Whittier Energy Company.

     Except as described above, during the fiscal year ended August 31, 2000,
there were no transactions between the Company and its directors, executive
officers or known holders of greater than five percent of the Company's common
stock in which the amount involved exceeded $60,000 and in which any of the
foregoing persons had or will have a material interest.

                                       31

<PAGE>



                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1) and (a)(2)  Financial Statements And Financial Statement Schedules

         See "ITEM 7. FINANCIAL STATEMENTS".


(a)(3)   Exhibits.
         --------

                                  Exhibit Index

Number         Description
------         -----------

3.1            Certificate Of Incorporation filed with the Delaware Secretary Of
               State on March 27, 1996 (1)

3.2            Certificate Of Amendment to the Certificate Of Incorporation
               effective as of November 12, 1997 filed with the Delaware
               Secretary Of State. (2)

3.3            Amended and Restated Bylaws (3)

27.1           Financial Data Schedule
--------------------

(1) Incorporated by reference from the Registrant's Registration Statement on
Form 10-SB filed with the Securities And Exchange Commission ("SEC") on June 18,
1996, File No. 0-20879.

(2) Incorporated by reference from the Registrant's Form 10-KSB/A1 for the year
ended August 31, 1997.

(3) Incorporated by reference from Registrant's form 10-KSB for the year ended
August 31, 1999.

(b)  Reports On Form 8-K.
     -------------------

     During the fourth quarter of the fiscal year ended August 31, 2000, the
Company filed three Current Reports on Form 8-K dated July 6, 2000, July 18,
2000 and August 7, 2000. These events consisted of the dissemination of press
releases by the Company and were reported under "ITEM 5. OTHER EVENTS".
Subsequent to August 31, 2000 and prior to filing this Annual Report on Form
10-KSB, the Company has filed one Current Report on Form 8-K dated November 28,
2000.

                                       32

<PAGE>

                             PYR ENERGY CORPORATION
                          (A Development Stage Company)



                                      INDEX


            Independent Auditor's Report                            F-2

            Balance Sheet
                August 31, 2000                                     F-3

            Statements of Operations
                Years Ended August 31, 1999 and 2000 and
                Cumulative Amounts from Inception to August 31,
                2000                                                F-4

            Statements of Members'/Stockholders' Equity
                Period from Inception (May 31, 1996) to
                December 31, 1996, Eight Months Ended
                August 31, 1997 and Years Ended August 31, 1998,
                1999, and 2000                                      F-5 - F-7

            Statements of Cash Flows
                Years Ended August 31, 1999 and 2000 and
                Cumulative Amounts from Inception to August 31,
                2000                                                F-8 - F-9

            Notes to Financial Statements                           F-10 - F-20

                                      F - 1

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To The Board of Directors and Stockholders
PYR ENERGY CORPORATION

We have audited the accompanying balance sheet of PYR Energy Corporation (a
development stage company) as of August 31, 2000, the related statements of
operations, members'/stockholders' equity and cash flows for the two years then
ended, and cumulative amounts from inception to August 31, 2000. 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 audits 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 PYR Energy Corporation as of
August 31, 2000, and the results of its operations and its cash flows for the
two years then ended and cumulative amounts from inception to August 31, 2000 in
conformity with generally accepted accounting principles.


                                                    /s/ Wheeler Wasoff, P.C.
                                                    ------------------------
                                                    Wheeler Wasoff, P.C.

Denver, Colorado
November 13, 2000

                                      F - 2

<PAGE>
<TABLE>
<CAPTION>


                                    PYR ENERGY CORPORATION
                                (A Development Stage Company)
                                        BALANCE SHEET

                                           ASSETS

                                                                               AUGUST 31, 2000
                                                                               ---------------
<S>                                                                              <C>
CURRENT ASSETS
   Cash                                                                          $  8,598,016
   Prepaid expenses                                                                    20,835
                                                                                 ------------
        Total Current Assets                                                        8,618,851

PROPERTY AND EQUIPMENT                                                             11,323,239
                                                                                 ------------

                                                                                 $ 19,942,090
                                                                                 ============


                                LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                      $    165,289
   Current portion of capital lease obligation                                            920
                                                                                 ------------
        Total Current Liabilities                                                     166,209
                                                                                 ------------

COMMITMENTS AND CONTINGENCIES (Notes  4 and 9)

STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value; Authorized 1,000,000 shares
     Series A - Authorized 25,000 shares; Issued and outstanding 14,263 shares             14
   Common stock, $.001 par value; Authorized 50,000,000 shares
     Issued and outstanding 19,069,019 shares                                          19,069
   Capital in excess of par value                                                  22,048,384
   Deficit accumulated during the development stage                                (2,291,586)
                                                                                 ------------

                                                                                   19,775,881
                                                                                 ------------

                                                                                 $ 19,942,090
                                                                                 ============


            The accompanying notes are an integral part of the financial statements


                                             F - 3

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                         PYR ENERGY CORPORATION
                                      (A Development Stage Company)
                                        STATEMENTS OF OPERATIONS

                                                                                            Cumulative
                                                                   Years Ended                 from
                                                                    August 31,              Inception to
                                                           ----------------------------     August 31,
                                                               1999            2000            2000
                                                           ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>
REVENUES
   Consulting fees                                         $       --      $       --      $    127,528
   Interest                                                     116,713         165,411         323,865
                                                           ------------    ------------    ------------

                                                                116,713         165,411         451,393
                                                           ------------    ------------    ------------



OPERATING EXPENSES
   General and administrative                                   743,115         929,420       2,491,460
   Dry hole, impairment and abandonments                        306,369         200,000         521,369
   Interest                                                     183,256             211         184,306
   Depreciation and amortization                                 24,380          18,327          66,173
                                                           ------------    ------------    ------------

                                                              1,257,120       1,147,958       3,263,308
                                                           ------------    ------------    ------------
OTHER INCOME
   Gain on sale of oil and gas prospects                           --              --           556,197
                                                           ------------    ------------    ------------

                                                             (1,140,407)       (982,547)     (2,255,718)


INCOME APPLICABLE TO
PREDECESSOR LLC (Note 1)                                          --              --           (35,868)
                                                           ------------    ------------    ------------

NET (LOSS)                                                   (1,140,407)       (982,547)     (2,291,586)

   Less dividends on preferred stock                            (50,910)       (178,621)       (229,531)
                                                           ------------    ------------    ------------

NET (LOSS) TO COMMON STOCKHOLDERS                          $ (1,191,317)   $ (1,161,168)   $ (2,521,117)
                                                           ============    ============    ============

NET (LOSS) PER COMMON SHARE
BASIC AND DILUTED (Note 2)                                 $       (.11)   $       (.07)   $       (.27)
                                                           ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
BASIC AND DILUTED (Note 2)                                  10,823,645      16,069,869       9,368,620
                                                           ============    ============    ============


                 The accompanying notes are an integral part of the financial statements

                                                  F - 4

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                  PYR ENERGY CORPORATION
                               (A Development Stage Company)
                        STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY
                PERIOD FROM INCEPTION (MAY 31, 1996) TO DECEMBER 31, 1996,
     EIGHT MONTHS ENDED AUGUST 31, 1997 AND YEARS ENDED AUGUST 31, 1998, 1999 & 2000


                                                                            Preferred Stock
                                                              Members'     -----------------
                                                              Equity       Shares     Amount
                                                           -----------     ------     ------
<S>                                                        <C>             <C>        <C>
Inception, May 31, 1996                                    $      --         --       $ --
Initial member contributions - cash                              5,000       --         --
Member contribution- services                                   12,000       --         --
Distributions to members                                       (24,000)      --         --
Net income                                                      18,963       --         --
                                                           -----------     ------     ------
Balance, December 31, 1996                                      11,963       --         --
Member contributions - cash                                     23,000       --         --
Member contribution - services                                  24,000       --         --
Distributions to members                                       (42,000)      --         --
Net income - January 1, 1997 to August 5, 1997                  16,905       --         --
Issuance of common stock to members of PYR Energy,                --
LLC upon merger ($.008 per share)                              (33,868)      --         --
Recapitalization of shares issued by Mar prior to merger          --         --         --
Sales of common stock pursuant to private placement at            --
$.25 per share                                                    --         --         --
Sale of common stock pursuant to private placement at             --
$.75 per share                                                    --         --         --
Costs of private placements offerings                             --         --         --
Net (loss) August 6, 1997 to August 31, 1997                      --         --         --
                                                           -----------     ------     ------
Balance, August 31, 1997                                          --         --         --
Net (loss)                                                        --         --         --
                                                           -----------     ------     ------
Balance, August 31, 1998                                   $      --         --       $ --


          The accompanying notes are an integral part of the financial statements

                                            F - 5

<PAGE>

                                               PYR ENERGY CORPORATION
                                            (A Development Stage Company)
                                      STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY
                             PERIOD FROM INCEPTION (MAY 31, 1996) TO DECEMBER 31, 1996,
                   EIGHT MONTHS ENDED AUGUST 31, 1997 AND YEARS ENDED AUGUST 31, 1998, 1999 & 2000


                                                                                                       Deficit
                                                                                                     Accumulated
                                                                  Common Stock         Capital in     During the
                                                           -------------------------   Excess of     Developmental
                                                              Shares        Amount      Par Value        Stage
                                                           -----------   -----------   -----------    -----------

Inception, May 31, 1996                                           --     $      --     $      --      $      --
Initial member contributions - cash                               --            --            --             --
Member contribution- services                                     --            --            --             --
Distributions to members                                          --            --            --             --
Net income                                                        --            --            --             --
                                                           -----------   -----------   -----------    -----------
Balance, December 31, 1996                                        --            --            --             --
Member contributions - cash                                       --            --            --             --
Member contribution - services                                    --            --            --             --
Distributions to members                                          --            --            --             --
Net income - January 1, 1997 to August 5, 1997                    --            --            --             --
Issuance of common stock to members of PYR Energy,                              --            --             --
LLC upon merger ($.008 per share)                            4,000,000         4,000        29,868           --
Recapitalization of shares issued by Mar prior to merger     1,059,804         1,060          (724)          --
Sales of common stock pursuant to private placement at                                                       --
$.25 per share                                               2,095,000         2,095       521,655           --
Sale of common stock pursuant to private placement at                                                        --
$.75 per share                                               2,000,000         2,000     1,498,000           --
Costs of private placements offerings                             --            --        (280,711)          --
Net (loss) August 6, 1997 to August 31, 1997                      --            --            --          (57,825)
                                                           -----------   -----------   -----------    -----------
Balance, August 31, 1997                                     9,154,804         9,155     1,768,088        (57,825)
Net (loss)                                                        --            --            --         (110,807)
                                                           -----------   -----------   -----------    -----------
Balance, August 31, 1998                                     9,154,804   $     9,155   $ 1,768,088    $  (168,632)


                       The accompanying notes are an integral part of the financial statements

                                                     F - 5(Cont'd)

<PAGE>


                                         PYR ENERGY CORPORATION
                                      (A Development Stage Company)
                         STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY (continued)
                       PERIOD FROM INCEPTION (MAY 31, 1996) TO DECEMBER 31, 1996,
             EIGHT MONTHS ENDED AUGUST 31, 1997 AND YEARS ENDED AUGUST 31, 1998, 1999, & 2000


                                                                                 Preferred Stock
                                                              Members'     ----------------------------
                                                              Equity          Shares          Amount
                                                           ------------    ------------    ------------

Balance Forward                                            $       --              --      $       --
Issuance of preferred stock for convertible notes                  --            25,000              25
Unamortized convertible note financing costs                       --              --              --
Issuance of common stock for interest on convertible
  debt, at $2.19 per share                                         --              --              --
Issuance of common stock warrants for financing costs              --              --              --
Conversion of preferred stock to common stock
  at $.60 per share                                                --            (2,021)             (2)
Sale of common stock pursuant to private placement for
  cash of $1.60 per share                                          --              --              --
Costs of private placement                                         --              --              --
Exercise of private placement warrants for cash of $2.50
  per share                                                        --              --              --
Issuance of common stock for property, valued at $.75
  per share                                                        --              --              --
Issuance of common stock for property, valued at $2.00
  per share                                                        --              --              --
Preferred dividends paid                                           --              --              --
Net (loss)                                                         --              --              --
                                                           ------------    ------------    ------------
Balance August 31, 1999                                    $       --            22,979    $         23


                The accompanying notes are an integral part of the financial statements

                                                  F - 6

<PAGE>

                                                 PYR ENERGY CORPORATION
                                              (A Development Stage Company)
                                 STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY (continued)
                               PERIOD FROM INCEPTION (MAY 31, 1996) TO DECEMBER 31, 1996,
                    EIGHT MONTHS ENDED AUGUST 31, 1997 AND YEARS ENDED AUGUST 31, 1998, 1999, & 2000


                                                                                                             Deficit
                                                                                                           Accumulated
                                                                   Common Stock             Capital in      During the
                                                           ----------------------------      Excess of     Developmental
                                                               Shares         Amount         Par Value         Stage
                                                           ------------    ------------    ------------    ------------

Balance Forward                                               9,154,804    $      9,155    $  1,768,088    $   (168,632)
Issuance of preferred stock for convertible notes                  --              --         2,499,976            --
Unamortized convertible note financing costs                       --              --           (73,319)           --
Issuance of common stock for interest on convertible
  debt, at $2.19 per share                                       53,326              53         116,769            --
Issuance of common stock warrants for financing costs              --              --            56,833            --
Conversion of preferred stock to common stock
  at $.60 per share                                             336,833             337            (335)           --
Sale of common stock pursuant to private placement for
  cash of $1.60 per share                                     4,375,000           4,375       6,995,625            --
Costs of private placement                                         --              --           (83,155)           --
Exercise of private placement warrants for cash of $2.50
  per share                                                       3,125               3           7,809            --
Issuance of common stock for property, valued at $.75
  per share                                                     266,666             267         199,733            --
Issuance of common stock for property, valued at $2.00
  per share                                                     218,866             219         437,513            --
Preferred dividends paid                                           --              --           (50,910)           --
Net (loss)                                                         --              --              --        (1,140,407)
                                                           ------------    ------------    ------------    ------------
Balance August 31, 1999                                      14,408,620    $     14,409    $ 11,874,627    $ (1,309,039)


                         The accompanying notes are an integral part of the financial statements

                                                          F - 6(Cont'd)

<PAGE>


                                     PYR ENERGY CORPORATION
                                  (A Development Stage Company)
                     STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY (continued)
                   PERIOD FROM INCEPTION (MAY 31, 1996) TO DECEMBER 31, 1996,
         EIGHT MONTHS ENDED AUGUST 31, 1997 AND YEARS ENDED AUGUST 31, 1998, 1999, & 2000


                                                                           Preferred Stock
                                                          Members'  ----------------------------
                                                           Equity      Shares          Amount
                                                          -------   ------------    ------------

Balance Forward                                           $  --           22,979    $         23
Issuance of common stock for services
   (valued at $4.00 per share)                               --             --              --
Conversion of preferred stock to common stock
   at $.60 per share                                         --           (8,716)             (9)
Exercise of warrants for cash of $.75 per share                             --              --
Exercise of private placement warrants for
   cash of $2.50 per share                                   --             --              --
Issuance of common stock for payment of
   preferred dividends (valued at $4.30 per share)           --             --              --
Issuance of common stock for payment of
   preferred dividends (valued at $5.24 per share)           --             --              --
Sale of common stock pursuant to private placement
   for cash of $3.25 per share                               --             --              --
Costs of private placement                                   --             --              --
Exercise of common stock options                                            --              --
Retirement of common stock received for option exercise                     --              --
Sale of common stock pursuant to private placement
   for cash of $3.50 per share                               --             --              --
Issuance of common stock warrants for offering costs         --             --              --
Costs of private placement                                   --             --              --
Net (loss)                                                   --             --              --
                                                          -------   ------------    ------------

Balance August 31, 2000                                   $  --           14,263    $         14
                                                          =======   ============    ============


             The accompanying notes are an integral part of the financial statements

                                              F - 7

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                 PYR ENERGY CORPORATION
                                              (A Development Stage Company)
                                 STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY (continued)
                               PERIOD FROM INCEPTION (MAY 31, 1996) TO DECEMBER 31, 1996,
                     EIGHT MONTHS ENDED AUGUST 31, 1997 AND YEARS ENDED AUGUST 31, 1998, 1999, & 2000




                                                                                                              Deficit
                                                                    Common Stock                            Accumulated
                                                                  ----------------          Capital in       During the
                                                                                            Excess of       Developmental
                                                              Shares           Amount       Par Value          Stage

<S>                                                         <C>           <C>             <C>             <C>
Balance Forward                                             14,408,620    $     14,409    $ 11,874,627    $ (1,309,039)
Issuance of common stock for services
   (valued at $4.00 per share)                                   5,000               5          19,995            --
Conversion of preferred stock to common stock
   at $.60 per share                                         1,452,597           1,452          (1,443)           --
Exercise of warrants for cash of $.75 per share                 58,333              58          43,692            --
Exercise of private placement warrants for
   cash of $2.50 per share                                     160,938             161         402,184            --
Issuance of common stock for payment of
   preferred dividends (valued at $4.30 per share)              24,914              25             (25)           --
Issuance of common stock for payment of
   preferred dividends (valued at $5.24 per share)              13,617              14             (14)           --
Sale of common stock pursuant to private placement
   for cash of $3.25 per share                                 220,000             220         714,780            --
Costs of private placement                                        --              --           (11,857)           --
Exercise of common stock options                                27,500              28          26,285            --
Retirement of common stock received for option exercise         (2,500)             (3)        (10,310)           --
Sale of common stock pursuant to private placement
   for cash of $3.50 per share                               2,700,000           2,700       9,447,300            --
Issuance of common stock warrants for offering costs              --              --           110,606            --
Costs of private placement                                        --              --          (567,436)           --
Net (loss)                                                        --              --              --          (982,547)
                                                          ------------    ------------    ------------    ------------

Balance August 31, 2000                                     19,069,019    $     19,069    $ 22,048,384    $ (2,291,586)
                                                          ============    ============    ============    ============


                         The accompanying notes are an integral part of the financial statements

                                                          F - 7 (Cont'd)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                       PYR ENERGY CORPORATION
                                    (A Development Stage Company)
                                      STATEMENTS OF CASH FLOWS


                                                               Years Ended
                                                                August 31              Cumulative
                                                      ----------------------------    Amounts from
                                                           1999            2000         Inception
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                            $ (1,140,407)   $   (982,547)   $ (2,255,718)
Adjustments to reconcile net (loss) to
 net cash provided by operating activities
   Depreciation and amortization                            24,380          18,327          66,174
   Contributed services                                       --              --            36,000
   Gain on sale of oil and gas prospects                      --              --          (556,197)
   Dry hole, impairment and abandonments                   306,369         200,000         521,369
   Common stock issued for interest on debt                116,822            --           116,822
   Common stock issued for services                           --            20,000          20,000
   Amortization of financing costs                          26,939            --            26,939
   Amortization of marketable securities                   (20,263)           --           (20,263)
 Changes in assets and liabilities
   Decrease (increase) in accounts receivable               (3,082)          2,516            (566)
  (Increase) in prepaids                                    (3,451)         (6,644)        (25,386)
  (Decrease) increase in accounts payable                  135,450        (105,802)         59,603
   Other                                                    10,000            --             6,249
                                                      ------------    ------------    ------------
Net cash (used) by operating activities                   (547,243)       (854,150)     (2,004,974)
                                                      ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash paid for furniture and equipment                   (13,067)         (4,200)        (90,155)
   Cash paid for undeveloped oil and gas properties     (3,522,969)     (5,929,267)    (11,157,027)
   Proceeds from sale of oil and gas properties               --              --         1,050,078
   Cash paid for marketable securities                  (5,090,799)           --        (5,090,799)
   Proceed from sale of marketable securities                 --         5,111,062       5,111,062
   Cash paid for reimbursable property costs              (410,000)           --          (410,000)
                                                      ------------    ------------    ------------
Net cash (used) in investing activities                 (9,036,835)       (822,405)    (10,586,841)
                                                      ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Members capital contributions                              --              --            28,000
   Distributions to members                                   --              --           (66,000)
   Cash from short-term borrowings                            --              --           285,000
   Repayment of short-term borrowings                         --              --          (285,000)
   Proceeds from sale of common stock                    7,000,000      10,165,000      19,188,750
   Proceeds from sale of convertible debt                2,500,001            --         2,500,001
   Proceeds from exercise of warrants                        7,812         446,095         453,907
   Proceeds from exercise of options                          --            16,000          16,000
   Cash paid for offering costs                           (126,580)       (468,687)       (875,978)
   Cash received upon recapitalization and merger             --              --               336
   Payments on capital lease                                (1,440)         (1,742)         (4,275)
   Preferred dividends paid                                (50,910)           --           (50,910)
                                                      ------------    ------------    ------------
Net cash (used) provided by financing activities         9,328,883      10,156,666      21,189,831
                                                      ------------    ------------    ------------


NET (DECREASE) INCREASE IN CASH                           (255,195)      8,480,111       8,598,016
CASH, BEGINNING OF PERIODS                                 373,100         117,905            --
                                                      ------------    ------------    ------------
CASH, END OF PERIODS                                  $    117,905    $  8,598,016    $  8,598,016
                                                      ============    ============    ============


               The accompanying notes are an integral part of the financial statements

                                                F - 8
</TABLE>
<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                      YEARS ENDED AUGUST 31, 1999 AND 2000
                  AND PERIOD FROM INCEPTION TO AUGUST 31, 2000


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     During the years ended August 31, 1999 and 2000, the Company paid cash for
     interest of $371 and $211, respectively, on a capital lease.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

     In August 1997, 4,000,000 shares of common stock were issued to the members
     of PYR Energy, LLC ("PYR LLC") in exchange for 100 percent of the ownership
     interests in PYR LLC, for which the net members' equity in PYR LLC was
     $33,868. These shares were issued pursuant to a plan of reorganization and
     merger effective August 6, 1997 (Notes 1 and 3).


     During 1996 and 1997 the President of the Company performed services for
     PYR LLC valued at $12,000 and $24,000, respectively. The value of these
     services was charged to members' equity as a non-cash capital contribution.

     During the year ended August 31, 1998, the Company entered into a capital
     lease obligation of $5,195 for office equipment.

     During the year ended August 31, 1999, the Company issued common stock,
     valued at $637,732, as partial consideration for oil and gas properties;
     issued common stock, valued at $116,822 for interest on convertible debt;
     and issued warrants, valued at $56,833, as partial consideration for
     commission on the sale of convertible debt.

     During the year ended August 31, 2000 the Company issued common stock,
     valued at $20,000, for services; issued warrants, valued at $110,606, as
     partial consideration for commission on a private placement sale of common
     stock; and issued 38,531 shares of common stock for dividends on preferred
     stock.

     The accompanying notes are an integral part of the financial statements


                                      F - 9

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 1 - ORGANIZATION AND BUSINESS COMBINATION

     PYR Energy Corporation (the "Company"), is an independent energy company
     engaged in the exploration and acquisition of crude oil and natural gas
     reserves in the Western United States, primarily California, and is
     considered a development stage company as defined by Statement of Financial
     Accounting Standards (SFAS) No. 7. The Company's predecessor, Mar Ventures
     Inc. ("Mar"), was incorporated under the laws of the State of Delaware on
     March 27, 1996 for the purpose of producing and marketing traditional
     television programming and marketing its film library. Mar was a public
     company which had no significant operations as of July 31, 1997. On August
     6, 1997 Mar acquired all the interests in PYR Energy LLC ("PYR LLC") (a
     Colorado limited liability company organized on May 31, 1996), a
     development stage company as defined by SFAS No. 7. PYR LLC, an independent
     exploration company, was engaged in the acquisition of oil and gas
     properties for exploration and exploitation in the Rocky Mountain region
     and California. Effective August 6, 1997, Mar transferred to its former
     president substantially all its assets and liabilities that were related to
     its film library operations. The net assets of Mar exchanged pursuant to
     the transaction with PYR LLC are as follows:

                           Cash                 $  336
                           Assets                1,605
                           Liabilities          (1,605)
                                                ------
                                                $  336
                                                ======

     Upon completion of the acquisition of PYR LLC by Mar, PYR LLC ceased to
     exist as a separate entity. Mar remained as the legal surviving entity and,
     effective November 12, 1997, Mar changed its name to PYR Energy
     Corporation. For financial reporting purposes, the business combination was
     accounted for as an additional capitalization of Mar (a reverse acquisition
     with PYR LLC as the acquirer). The operations of PYR LLC are the only
     continuing operations of the Company. Prior to the business combination,
     Mar loaned $275,000 to PYR LLC for amounts owed by PYR LLC with respect to
     its oil and gas operations. The loan was eliminated in conjunction with the
     successful completion of the combination of PYR LLC and Mar.

     The Company is an exploration stage oil and gas company and as of August
     31, 2000, has not earned any production revenue nor recognized reserves on
     any of its properties. The Company's efforts, since August 1997, have
     consisted of financing activities and the acquisition of unproven
     properties and related seismic data. The Company has entered into
     participation and farm-in agreements with industry partners on certain of
     its properties pursuant to which these partners have acquired, for cash,
     interests in the Company's properties. During the year ended August 31,
     1998, drilling of two test wells was commenced, with one well being plugged
     and abandoned and the other suffering a blowout. During the years ended
     August 31, 1999 and 2000 the Company continued its acquisition of unproven
     properties and related seismic data with industry partners, and is
     participating in exploration of the properties, including the drilling of
     exploratory wells.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PROPERTY AND EQUIPMENT

     Furniture and equipment is recorded at cost. Depreciation and amortization
     of assets under capital lease is provided by use of the straight-line
     method over the estimated useful lives of the related assets of three to
     five years. Expenditures for replacements, renewals, and betterments are
     capitalized. Maintenance and repairs are charged to operations as incurred.

                                      F - 10
<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     OIL AND GAS PROPERTIES

     The Company follows the full cost method to account for its oil and gas
     exploration and development activities. Under the full cost method, all
     costs incurred which are directly related to oil and gas exploration and
     development are capitalized and subjected to depreciation and depletion.
     Depletable costs also include estimates of future development costs of
     proved reserves. Costs related to undeveloped oil and gas properties may be
     excluded from depletable costs until such properties are evaluated as
     either proved or unproved. The net capitalized costs are subject to a
     ceiling limitation. Gains or losses upon disposition of oil and gas
     properties are treated as adjustments to capitalized costs, unless the
     disposition represents a significant portion of the Company's proved
     reserves. A separate cost center is maintained for expenditures applicable
     to each country in which the Company conducts exploration and/ or
     production activities.

     Undeveloped oil and gas prospects consist of leases and acreage acquired by
     the Company for its exploration and development activities, including the
     cost of seismic data acquisition and evaluation, and drilling costs for
     exploration wells. The cost of these non-producing leases is recorded at
     the lower of cost or fair market value.

     The Company has adopted SFAS No. 121 "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed of" which
     requires that long-lived assets to be held and used be reviewed for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. Oil and gas properties
     accounted for using the full cost method of accounting, a method utilized
     by the Company, are excluded from this requirement, but will continue to be
     subject to the ceiling test limitations.

     At August 31, 1999 and 2000 the Company has determined that an impairment
     loss of $285,229 and $200,000, respectively, on unproved oil and gas
     properties be recognized.

     MARKETABLE SECURITIES

     All investments are accounted for under SFAS No. 115, "Accounting for
     Certain Investments in Debt and Equity Securities." The Company determines
     the appropriate classification at the time of purchase. Securities are
     classified as held-to-maturity when the Company has the positive intent and
     ability to hold the securities to maturity. Held-to-maturity securities are
     stated at cost, adjusted for amortization of premiums and discounts to
     maturity. Marketable securities not classified as held-to-maturity are
     classified as available-for-sale. Available-for-sale securities are carried
     at fair value, which is based on quoted prices. Unrealized gains and
     losses, net of tax, are reported as a separate component of shareholders'
     equity. The cost of securities available-for-sale is adjusted for
     amortization of premiums and discounts to maturity. Interest and
     amortization of premiums and discounts for all securities are included in
     interest income. Realized gains and losses are included in other income.
     Cost of securities sold is determined on a specific identification basis.

                                      F - 11
<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     INCOME TAXES

     The Company has adopted the provisions of SFAS No. 109, "Accounting for
     Income Taxes". SFAS 109 requires recognition of deferred tax liabilities
     and assets for the expected future tax consequences of events that have
     been included in the financial statements or tax returns. Under this
     method, deferred tax liabilities and assets are determined based on the
     difference between the financial statement and tax basis of assets and
     liabilities using enacted tax rates in effect for the year in which the
     differences are expected to reverse.

     PYR LLC was taxed as a Limited Liability Company until August 6, 1997, and
     was not subject to federal and state income tax. Earnings and losses
     through that date were included in the personal tax returns of its members,
     and PYR LLC did not record an income tax provision.

     At August 31, 2000, the Company had a net operating loss carryforward of
     approximately $6,300,000 that may be offset against future taxable income
     through 2020.

     The Company has fully reserved the $1,350,000 tax benefit of operating loss
     carryforwards, by a valuation allowance of the same amount, because the
     likelihood of realization of the tax benefit cannot be determined. Of the
     total tax benefit, $975,000 is attributable to 2000.

     Temporary differences between the time of reporting certain items for
     financial and tax reporting purposes consist primarily of exploration costs
     on oil and gas properties, and impairment pursuant to SFAS No. 121.

     USE OF 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 reported amounts of revenues and expenses during
     the reporting period. Actual results could differ from those estimates.

     The oil and gas industry is subject, by its nature, to environmental
     hazards and clean-up costs. At this time, management knows of no
     substantial costs from environmental accidents or events for which it may
     be currently liable; except for the Company's liabilities related to the
     blowout of November 23, 1998. The Company has advanced what management
     believes to be the total remaining costs to claimants. (See Note 3) In
     addition, the Company's oil and gas business makes it vulnerable to changes
     in wellhead prices of crude oil and natural gas. Such prices have been
     volatile in the past and can be expected to be volatile in the future. By
     definition, proved reserves are based on current oil and gas prices and
     estimated reserves. Price declines reduce the estimated quantity of proved
     reserves and increase annual amortization expense (which is based on proved
     reserves).

                                     F - 12

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     (LOSS) PER SHARE

     (Loss) per common share is computed based on the weighted average number of
     common shares outstanding during each period. Common shares issued to the
     members of PYR LLC upon completion of Mar's merger with PYR LLC (Note 1)
     are considered outstanding for all periods presented. Convertible equity
     instruments, such as stock options and warrants, are not considered in the
     calculation of net loss per share as their inclusion would be antidilutive.

     SHARE BASED COMPENSATION

     In October 1995, SFAS No. 123 "Accounting for Stock-Based Compensation" was
     issued. This standard defines a fair value based method of accounting for
     an employee stock option or similar equity instrument. This statement gives
     entities a choice of recognizing related compensation expense by adopting
     the new fair value method or to continue to measure compensation using the
     intrinsic value approach under Accounting Principles Board (APB) Opinion
     No. 25. The Company has elected to utilize APB No. 25 for measurement; and
     will, pursuant to SFAS No. 123, disclose supplementally the pro forma
     effects on net income and earnings per share of using the new measurement
     criteria.

     CASH EQUIVALENTS

     For purposes of reporting cash flows, the Company considers as cash
     equivalents all highly liquid investments with a maturity of three months
     or less at the time of purchase. On occasion, the Company has cash in banks
     in excess of federally insured amounts.

     NEW TECHNICAL PRONOUNCEMENTS

     In June 1999 SFAS No. 137 "Accounting for Derivative Instruments and
     Hedging Activities- Deferral of the Effective Date of FASB Statements No.
     133" was issued. Adoption of SFAS No. 137 is not expected to have an impact
     on the Company's financial statements.

                                     F - 13

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment at August 31, 2000 consists of the following:


Furniture and equipment                                           $    90,155
Asset under capital lease                                               5,195
                                                                  -----------

                                                                       95,350

Less accumulated depreciation and amortization                        (65,700)
                                                                  -----------

                                                                       29,650
                                                                  -----------

Undeveloped oil and gas prospects                                  11,778,818
Less impairment                                                      (485,229)
                                                                  -----------

                                                                   11,293,589
                                                                  -----------

                                                                  $11,323,239
                                                                  ===========

     Information relating to the Company's costs incurred in its oil and gas
     operations during the year ended August 31, 2000 is summarized as follows:

     Property acquisition - unproved properties                   $ 1,318,813
     Exploration costs                                              4,037,591
     Yard inventory                                                   572,863
                                                                  -----------

                                                                  $ 5,929,267
                                                                  ===========

     Property acquisition costs include costs incurred to purchase, lease, or
     otherwise acquire a property. Exploration costs include the costs of
     geological and geophysical activity, and drilling and equipping exploratory
     wells.

     The Company reviews and determines the cost basis of drilling prospects on
     a drilling location basis. During the year ended August 31, 1999 the
     Company abandoned properties with a carrying cost of $21,140 and, in
     addition, recorded an impairment loss on undeveloped oil and gas properties
     in the amount of $285,229 and $200,000 for the years ended August 31, 1999
     and 2000, respectively.

     Depreciation expense for the years ended August 31, 1999 and 2000 was
     $24,111 and $18,327, respectively.

     On November 23, 1998, the Company's test well being drilled on its East
     Lost Hills prospect suffered a blowout. A majority of the costs associated
     with the blowout have been covered by insurance policies in effect when the
     blowout occurred. A portion of the claims has not yet been received from
     one of the insurance policies. The participants in the project, including
     the Company, have filed a claim against the insurance carrier for the
     reimbursement of these costs. The Company has paid $430,500 for its
     proportionate share of the claims. The advanced costs at August 31, 2000
     are included in oil and gas property costs. All recoveries, if any, will be
     credited to oil and gas property costs.

                                     F - 14

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 4 - CAPITAL LEASE OBLIGATION

     Capitalized lease obligation at August 31, 2000 consists of a lease for
     office equipment, repayable in monthly installments of $150 with interest
     at 10.5%.

     Future minimum payments on capitalized leases are as follows:


Year ending August 31, 2001                                        $     937
Less amount representing interest                                         17
                                                                   ---------

Present value of net minimum lease payments, current maturity      $     920
                                                                   =========


NOTE 5 - CONVERTIBLE NOTES PAYABLE

     In November 1998 the Company completed the sale of $2,500,000, 10%
     convertible notes, due October 1999. The notes were convertible into an
     aggregate 25,000 shares of a newly designated Series A Preferred Stock of
     the Company. The Company obtained shareholder approval for authorization of
     the Series A Preferred Stock and, in April 1999, all notes were converted
     to Series A Preferred Stock. Accrued interest due as of the date of
     conversion of $116,822 was paid by the issuance of 53,326 shares of common
     stock, valued at $2.19 per share. In conjunction with the sale of
     $1,500,000 of the notes, the Company paid a finder's fee consisting of
     $45,000 and warrants to purchase 175,000 shares of the Company's common
     stock at an exercise price of $.75 per share for a period of five years.
     The warrants were valued at $56,833.

NOTE 6 - STOCKHOLDERS' EQUITY

     PREFERRED STOCK

     In April 1999 the shareholders of the Company approved an amendment to the
     Certificate of Incorporation wherein the Company was authorized to issue
     1,000,000 shares of preferred stock, with a par value of $.001 per share.
     The Board of Directors authorized the designation of a "Series A Preferred
     Stock," consisting of 25,000 shares, face value of $100 per share, 10%
     cumulative dividend payable in cash or shares of common stock on January 1
     and July 1 of each year. Holders of Series A Preferred Stock receive
     preference in the event of any liquidation, dissolution or winding up of
     the Company. The shares of Series A Preferred Stock are convertible into
     shares of common stock of the Company at an initial conversion price of
     $.60 per share.

     In April 1999 the holders of convertible notes (Note 5) converted the notes
     to 25,000 shares of Series A Preferred Stock. As of August 31, 2000, 10,737
     shares of Series A Preferred Stock were converted to 1,789,430 shares of
     common stock at a conversion price of $.60 per share.

     At August 31, 2000 accrued, undeclared dividends on Series A Preferred
     Stock was $23,789.

                                     F - 15

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

     COMMON STOCK

     Effective August 6, 1997 Mar completed a merger with PYR LLC (Note 1). In
     conjunction with the merger, the members of PYR LLC received 4,000,000
     shares of common stock of Mar. These shares were recorded at the net
     members' equity of PYR LLC as of that date of $33,868. The 1,059,804 Mar
     shares outstanding as of the date of merger were recapitalized to the net
     assets of Mar of $336. For financial statement reporting purposes, this
     transaction was treated as a reverse acquisition whereby PYR LLC was
     considered the surviving and reporting entity. For legal purposes, however,
     Mar remained as the surviving entity; therefore, the capital structure of
     the Company was accordingly restated.


     In July 1997, the Company completed the sale of common stock and warrants
     pursuant to a private placement as follows:

     o    2,095,000 units, at a price of $.25 per unit, consisting of 2,095,000
          shares of common stock, warrants to purchase 1,047,500 shares of
          common stock at an exercise price of $1.25 per share before October
          31, 1997, and warrants to purchase 1,047,500 shares of common stock at
          an exercise price of $1.75 per share before January 31, 1998.
          Subsequent to the offering, each of the warrant expiration dates was
          extended one or more times, and all the warrants ultimately expired
          without having been exercised.

     In August 1997, the Company completed the sale of common stock and warrants
     pursuant to a private placement as follows:

     o    2,000,000 units, at a price of $.75 per unit, consisting of 2,000,000
          shares of common stock, warrants to purchase 1,000,000 shares of
          common stock at an exercise price of $1.25 per share before October
          31, 1997, and warrants to purchase 1,000,000 shares of common stock at
          an exercise price of $1.75 per share before January 31, 1998.
          Subsequent to the offering, each of the warrant expiration dates was
          extended one or more times, and all the warrants ultimately expired
          without having been exercised.

     Proceeds from these offerings were $523,750 and $1,500,000, respectively,
     before costs of the offerings of $280,711.

     In May 1999 the Company completed the sale of 437,500 units of common stock
     and warrants pursuant to a private placement at a price of $16 per unit.
     Each unit consisted of 10 shares of common stock and one warrant to
     purchase one share of common stock at an exercise price of $2.50 per share
     for a period of five years. The Company may repurchase the warrants for
     $.001 per warrant at any time after the weighted average trading price of
     the Company's common stock has been at least $6.00 per share for a 45-day
     period. Proceeds from the offering were $7,000,000, before costs of the
     offering of $83,155. As of August 31, 2000 warrant holders had exercised
     164,063 warrants.

     During the year ended August 31, 1999 the Company issued shares of common
     stock, valued at non-discounted trading market price as of the date of the
     transaction, in conjunction with the assignment to the Company of certain
     undeveloped oil and gas prospects located in California as follows:

     o    266,666 shares, valued at $.75 per share, as full consideration for
          property received.

     o    218,866 shares, valued at $2.00 per share, as partial consideration
          for property received.

                                     F - 16

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

     In May 2000 the Company completed the sale of 22,000 units of common stock
     and warrants pursuant to a private placement at a price of $32.50 per unit.
     Each unit consisted of 10 shares of common stock and one warrant to
     purchase one share of common stock at an exercise price of $4.25 per share
     for a period of three years. The Company may repurchase the warrants for
     $.001 per warrant at any time after the weighted average trading price of
     the Company's common stock has been at least $7.50 per share for a 30 day
     period. Proceeds from the offering were $715,000, before costs of the
     offering of $11,857. As of August 31, 2000 warrant holders had not
     exercised any warrants.

     In August 2000 the Company completed the sale of 540,000 units of common
     stock and warrants pursuant to a private placement at a price of $17.50 per
     unit. Each unit consisted of 5 shares of common stock and one warrant to
     purchase one share of common stock at an exercise price of $4.80 per share
     for a period of three years. The Company may repurchase the warrants for
     $.001 per warrant at any time after the weighted average trading price of
     the Company's common stock has been at least $10.00 per share for a 30 day
     period. Proceeds from the offering were $9,450,000, before costs of the
     offering of $567,436 which included warrants valued at $110,606. As of
     August 31, 2000 warrant holders had not exercised any warrants.

     During the year ended August 31, 2000 the Company issued 5,000 shares of
     common stock for services, valued at the non-discounted trading market
     price as of the date of the transaction of $20,000 ($4.00 per share).

     WARRANTS

     In 1999, the Company issued warrants to purchase 175,000 shares of common
     stock at an exercise price of $.75 per share through October 26, 2003 as
     partial consideration for a commission in conjunction with the private
     placement of convertible notes. The warrants are valued at $56,833, using
     the Black-Scholes option pricing model. In May 1999, in conjunction with
     the sale of 437,500 units of common stock and warrants as described above,
     the Company issued warrants to purchase 437,500 shares of common stock at
     an exercise price of $2.50 through May 14, 2004.

     In 2000, the Company issued warrants to purchase 70,875 shares of common
     stock at an exercise price of $5.50 per share through July 31, 2003 as
     partial consideration for a commission in conjunction with the private
     placement of common stock. The warrants are valued at $110,606, using the
     Black-Scholes option pricing model. In May 2000, in conjunction with the
     sale of units of common stock and warrants as described above, the Company
     issued warrants to purchase 22,000 shares of common stock at an exercise
     price of $4.25 through May 19, 2003. In August 2000, in conjunction with
     the sale of units and common stock, the Company issued warrants to purchase
     540,000 shares of common stock at an exercise price of $4.80 through July
     31, 2003.

                                     F - 17

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

         At August 31, 2000 the status of outstanding warrants is as follows:


     Issue             Shares             Exercise            Expiration
      Date           Exercisable           Price                 Date

October 26, 1998       116,667             $ .75             October 26, 2003
May 14, 1999           273,437             $2.50             May 14, 2004
May 19, 2000            22,000             $4.25             May 19, 2003
July 31, 2000          540,000             $4.80             July 31, 2003
August 1, 2000          70,875             $5.50             July 31, 2003


     At August 31, 2000 the per share weighted average exercise price of
     outstanding warrants was $3.76 per share.

     Under two stock option plans, options to purchase common stock may be
     granted until 2010. Stock options are granted to employees at exercise
     prices equal to the fair market value of the Company's stock at the dates
     of grants. Generally, options vest 1/3 each year for a period of three
     years from grant date and can have a maximum term of up to 10 years.
     Options are issued to key employees and other persons who contribute to the
     success of the Company. The Company has reserved 1,500,000 shares of common
     stock for these plans. At August 31, 1999 and 2000, options to purchase
     179,000 and 300,000 shares, respectively, were available to be granted
     pursuant to the stock option plans.

     The status of outstanding options granted pursuant to the plans are as
     follows:


                                       Number     Weighted Avg.    Weighted Avg.
                                     of Shares   Exercise Price     Fair Value

Options Outstanding- July 1, 1997       171,000      $1.50             $ -
(None exercisable)
Expired                                 (60,000)
Granted                                 135,000      $1.40             $ .31
                                        -------



Options Outstanding- August 31, 1998    246,000      $1.46             $ .26
(37,000 exercisable)
Expired                                 (10,000)
Granted                                 585,000      $1.10             $ .92
                                        -------



Options Outstanding- August 31, 1999    821,000      $1.20             $ .74
(149,000 exercisable)
Granted                                 379,000      $3.06             $2.37
Exercised                               (27,500)
                                        -------



Options Outstanding- August 31, 2000
(447,500 exercisable)                 1,172,500      $2.12             $1.26
                                      =========


                                     F - 18
<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 7 - STOCK OPTION PLAN

     The Company has adopted the disclosure-only provisions of SFAS No. 123. Had
     compensation cost for the Company's stock option plan been determined based
     on the fair value at the grant date consistent with the provisions of SFAS
     No. 123, the Company's net loss and loss per share for 2000 would have been
     increased to the pro forma amounts indicated below:


Net (loss) applicable to common stockholders - as reported       $ (1,161,168)
                                                                 ============
Net (loss) applicable to common stockholders - pro forma         $ (1,483,622)
                                                                 ============
(Loss) per share - as reported                                   $       (.07)
                                                                 ============
(Loss) per share - pro forma                                     $       (.09)
                                                                 ============


     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes option-pricing model with the following weighted-average
     assumptions used for grants: dividend yield of 0%; expected volatility of
     71% to 81%; discount rate of 5.50%; and expected lives of 2 to 5 years.

     At August 31, 2000 the number of options exercisable was 447,500, the
     weighted average exercise price of these options was $1.73, the weighted
     average contractual life of the options was 4 years and the exercise price
     was $.69 to $4.13 per share.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     The Company has entered into a non-cancelable lease, as amended, for office
     facilities. Minimum payments due under this lease are as follows:


     Year ending August 31, 2001                                $ 37,036


     Rent expense was $40,816 and $41,036 for the years ended August 31, 1999
     and 2000, respectively.

     In conjunction with the Company's working interests in undeveloped oil and
     gas prospects, the Company must pay approximately $1,298,000 in delay
     rentals and other costs during fiscal year ended August 31, 2001 to
     maintain the right to explore these prospects.

     The Company may be subject to various possible contingencies which are
     derived primarily from interpretations of federal and state laws and
     regulations affecting the oil and gas industry. Although management
     believes it has complied with the various laws and regulations, new rulings
     and interpretations may require the Company to make adjustments.

NOTE 9 - FINANCIAL INSTRUMENTS

     FAIR VALUE

     The carrying amount reported in the balance sheet for cash, prepaid
     expenses, accounts payable and accrued liabilities approximates fair value
     because of the immediate or short-term maturity of these financial
     instruments.

                                     F - 19

<PAGE>


                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 9 - FINANCIAL INSTRUMENTS (CONTINUED)

     CONCENTRATION OF CREDIT RISK

     Financial instruments which potentially subject the Company to
     concentrations of credit risk consist of cash. The Company maintains cash
     accounts at one financial institution. The Company periodically evaluates
     the credit worthiness of financial institutions, and maintains cash
     accounts only in large high quality financial institutions, thereby
     minimizing exposure for deposits in excess of federally insured amounts.
     The Company believes that credit risk associated cash is remote.

NOTE 10 - SEGMENT REPORTING

     In June 1997, SFAS No. 131, "Disclosure about Segments of an Enterprise and
     Related Information" was issued, which amends the requirements for a public
     enterprise to report financial and descriptive information about its
     reportable operating segments. Operating segments, as defined in the
     pronouncement, are components of an enterprise about which separate
     financial information is available and that are evaluated regularly by the
     Company in deciding how to allocate resources and in assessing performance.
     The financial information is required to be reported on the basis that is
     used internally for evaluating segment performance and deciding how to
     allocate resources to segments.

     The Company has one reportable segment, oil and gas producing activities.
     The Company has concentrated its oil and gas acquisition and exploration
     activities in the western United States, primarily in California and the
     Rocky Mountain region. All significant activities in this segment have been
     with industry partners.

     The Company has not earned any revenue from its oil and gas activities nor
     recorded proved reserves at August 31, 2000.


NOTE 11 - COMPREHENSIVE INCOME

     There are no adjustments necessary to net (loss) as presented in the
     accompanying statements of operations to derive comprehensive income in
     accordance with SFAS No. 130, "Reporting Comprehensive Income."

NOTE 12 - RECLASSIFICATIONS

     The accompanying financial statements for the year ended August 31, 1999
     have been reclassified to reflect the reclassification of preferred
     dividends paid in 1999 as a charge to capital in excess of par value
     instead of a charge to accumulated deficit.

NOTE 13 - SUBSEQUENT EVENT

     In November 2000 the Company entered into an agreement with a privately
     held non-related entity to purchase an additional 1.544% interest in the
     East Lost Hills project. At August 31, 2000 the Company has a 10.575%
     interest in East Lost Hills.

                                     F - 20

<PAGE>

                                   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.

                                        PYR ENERGY CORPORATION


Date: May 22, 2001                      By:  /s/  D. Scott Singdahlsen
                                        ------------------------------
                                                  D. Scott Singdahlsen, Chief
                                                  Executive Officer

     In accordance with the requirements of 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.


              Signatures                Title                       Date
              ----------                -----                       ----


By:  /s/  D. Scott Singdahlsen     Chief Executive Officer,      May 22, 2001
   -----------------------------   President and Chairman Of
          D. Scott Singdahlsen     The Board


By:  /s/  Keith F. Carney          Director                      May 22, 2001
   -----------------------------
          Keith F. Carney


By:  /s/  S. L. Hutchison          Director                      May 22, 2001
  ------------------------------
          S. L. Hutchison


By:  /s/  Bryce W. Rhodes          Director                      May 22, 2001
  ------------------------------
          Bryce W. Rhodes


By:  /s/  Andrew P. Calerich       Vice-President,               May 22, 2001
  ------------------------------   Chief Financial
          Andrew P. Calerich       Officer and Secretary

<PAGE>

ARTICLE         5

LEGEND
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-KSB
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
/LEGEND

PERIOD-TYPE                                         12-MOS            12-MOS
FISCAL-YEAR-END                                Aug-31-1999       Aug-31-2000
PERIOD-START                                   Sep-01-1998       Sep-01-1999
PERIOD-END                                     Aug-31-1999       Aug-31-2000
CASH                                                     0         8,598,016
SECURITIES                                               0                 0
RECEIVABLES                                              0                 0
ALLOWANCES                                               0                 0
INVENTORY                                                0                 0
CURRENT-ASSETS                                           0         8,618,851
PP&E                                                     0        11,388,939
DEPRECIATION                                             0            65,700
TOTAL-ASSETS                                             0        19,942,090
CURRENT-LIABILITIES                                      0           166,209
BONDS                                                    0                 0
PREFERRED-MANDATORY                                      0                 0
PREFERRED                                                0                14
COMMON                                                   0            19,069
OTHER-SE                                                 0        19,756,798
TOTAL-LIABILITY-AND-EQUITY                               0        19,942,090
SALES                                                    0                 0
TOTAL-REVENUES                                           0                 0
CGS                                                      0                 0
TOTAL-COSTS                                              0                 0
OTHER-EXPENSES                                           0                 0
LOSS-PROVISION                                           0                 0
INTEREST-EXPENSE                                   183,256               211
INCOME-PRETAX                                   (1,140,407)         (982,547)
INCOME-TAX                                               0                 0
INCOME-CONTINUING                               (1,140,407)         (982,547)
DISCONTINUED                                             0                 0
EXTRAORDINARY                                            0                 0
CHANGES                                                  0                 0
NET-INCOME                                      (1,140,407)         (982,547)
EPS-BASIC                                             (.11)             (.06)
EPS-DILUTED                                           (.11)             (.06)