<PAGE>   1
                     U.S. Securities and Exchange Commission

                             Washington, D. C. 20549

                                   FORM 10-KSB

(Mark One)

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

                   For the fiscal year ended February 28, 2001

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

               For the transition period from _______ to _______.

                          Commission file number 0-8532

                              OAKRIDGE ENERGY, INC.

                 (Name of small business issuer in its charter)

                  UTAH                                87-0287176
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)

           4613 JACKSBORO HIGHWAY
            WICHITA FALLS, TEXAS                         76302
 (Address of principal executive offices)              (Zip Code)

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

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

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                                                  Name of each exchange on
       Title of each class                             which registered
       -------------------                        ------------------------
<S>                                               <C>
              None                                          ----
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         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.04 PAR VALUE
                                (Title of class)

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

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

         State issuer's revenues for its most recent fiscal year.  $1,917,727


<PAGE>   2


         State the aggregate market value of the voting and non-voting common
         equity held by nonaffiliates computed by reference to the price at
         which the common equity was sold, or the average bid and asked prices
         of such common equity, as of a specified date within the past 60 days.

                          $3,321,000 AS OF MAY 4, 2001


         State the number of shares outstanding of each of the issuer's classes
         of common equity, as of the latest practicable date.

                          4,455,873 AS OF MAY 25, 2001

                       DOCUMENTS INCORPORATED BY REFERENCE

          Definitive Proxy Statement for Annual Meeting of Stockholders
               for Fiscal Year Ended February 28, 2001 - Part III


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


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                                TABLE OF CONTENTS

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PART I ...............................................................         1

ITEM 1.  DESCRIPTION OF BUSINESS .....................................         1

                  Summary of Developments in Fiscal 1999, 2000
                    and 2001 .........................................         1
                  Oil and Gas Operations .............................         2
                  Gravel Operations ..................................         2
                  Carbon Junction Coal Mine ..........................         3
                  Real Estate Held for Development ...................         3
                  Competition and Markets ............................         8
                  Regulation .........................................         9
                  Environmental and Health Controls ..................        10
                  Operating Hazards and Uninsured Risks ..............        11
                  Employees ..........................................        11
ITEM 2.  DESCRIPTION OF PROPERTY .....................................        12
                  Oil and Gas Properties .............................        12
                           Reserves ..................................        12
                           Production ................................        12
                           Lifting Costs and Average Sales Prices ....        13
                           Sales Contracts and Major Customers .......        13
                           Developed Acreage and Productive Wells ....        14
                           Undeveloped Acreage .......................        14
                           Drilling Activity .........................        15
                  Coal and Gravel Properties .........................        16
                  Real Estate ........................................        17
                  Office Building ....................................        17

ITEM 3.  LEGAL PROCEEDINGS ...........................................        17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
                    SECURITY HOLDERS .................................        17

PART II ..............................................................        17


ITEM 5.  MARKET FOR COMMON EQUITY
                    AND RELATED STOCKHOLDER MATTERS ..................        17
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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                    PLAN OF OPERATION ................................        18

                  Results of Operations ..............................        18
                  Financial Condition and Liquidity ..................        23
                  Forward-Looking Statements .........................        24

ITEM 7.  FINANCIAL STATEMENTS ........................................        25

                  Index to Financial Statements ......................        25
                  Report of Independent Auditors .....................        26
                  Balance Sheets as of February 28, 2001 and
                    February 29, 2000 ................................        27
                  Statements of Operations for the years ended
                    February 28, 2001 and February 29, 2000 ..........        29
                  Statements of Stockholders' Equity for the
                    years ended February 28, 2001 and February
                    29, 2000 .........................................        30
                  Statements of Cash Flows for the years ended
                    February 28, 2001 and February 29, 2000 ..........        31
                  Notes to Financial Statements ......................        32
                  Supplemental Oil and Gas Data ......................        42

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                    ON ACCOUNTING AND FINANCIAL DISCLOSURE ...........        45

PART III .............................................................        45

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                    CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
                    OF THE EXCHANGE ACT ..............................        45

ITEM 10. EXECUTIVE COMPENSATION ......................................        45

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                    OWNERS AND MANAGEMENT ............................        45

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
                    TRANSACTIONS .....................................        45
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ............................        46

                  Exhibits ...........................................        46
                  Reports on Form 8-K ................................        46

SIGNATURES ...........................................................        47
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<PAGE>   6


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                  Oakridge Energy, Inc. (the "Company") is engaged in the
exploration for and development, production and sale of oil and gas primarily in
Texas. It also receives lease and royalty income from gravel deposits in
Colorado and holds certain real estate in Colorado for development.

                  The Company is a Utah corporation incorporated in 1969. The
Company's executive offices are located at 4613 Jacksboro Highway, Wichita
Falls, Texas 76302. The Company's telephone number is (940) 322-4772.

SUMMARY OF DEVELOPMENTS IN FISCAL 1999, 2000 AND 2001

                  Prior to fiscal 1999, the Company had discovered material oil
and gas reserves in Madison and Limestone Counties of East Texas and had
developed most of them. The Company had also commenced preliminary site work on
the golf course portion of its planned mixed use development on 1,965 acres of
land owned by the Company adjacent to Durango, Colorado and had secured the
water rights and applied for the necessary federal permits to install an
irrigation system for the golf course. In fiscal 1999, the Company completed the
sale of its interest in the Limestone County, Texas field to Mitchell Energy
Corporation for approximately $3.1 million in the early part of the year;
however, the death of Noel Pautsky, the long-time chief executive officer of the
Company, along with the substantial decline in oil prices that occurred during
the remainder of the year, caused the Company to cut back its activity level for
the year, particularly in Colorado. The Company did secure the federal permits
to install the irrigation system for the golf course, although it elected to
delay acquiring the necessary local permits and the installation of the system
while it considered other means of securing water for the entire development. In
fiscal 2000 and 2001, the Company continued to restrict its oil and gas
exploration activities. With respect to the Company's planned Colorado real
estate development, in fiscal 2000 uncertainties pertaining to the City of
Durango's intentions in acquiring portions of the Company's land to build a
water reservoir and to construct a collector or arterial road caused the Company
to delay any further work. In fiscal 2001, the Company filed an annexation
application with the City of Durango for approximately 1,100 acres of its land,
which included a 20-year conceptual plan for the development of such acreage
that was prepared by the Company's management with the assistance of its
engineering and planning consultant in Durango. See "Oil and Gas Operations" and
"Real Estate Held for Development" below and


<PAGE>   7


"Item 6. - Management's Discussion and Analysis or Plan of Operation - Results
of Operations."

OIL AND GAS OPERATIONS

                  During fiscal 2000 and 2001, the Company's oil and gas
operations were primarily conducted in Madison, Freestone, Red River, Panola,
Gregg and Smith Counties of East Texas and in various areas of North Texas.

                  With the death of Noel Pautsky, Sandra Pautsky, the Company's
President, and Danny Croker, the Company's Vice President, took over the
selection of the exploration and development prospects in which the Company
participates. Recently, the Company's practice has been to purchase interests of
varying size in a number of exploration prospects which were originated by
others (i.e., independent geologists or other independent oil and gas
companies). These prospects have covered lands in the States of Texas, Nevada,
Mississippi, New Mexico, Oklahoma and Kansas. In most cases, the originator of
the prospect had already assembled the leases and performed most, if not all, of
the necessary geological and/or geophysical work before the interest in the
prospects were offered for sale to the Company. Under such circumstances, the
Company typically paid a percentage of the initial prospect costs greater than
the percentage of ownership interest in the prospect which the Company acquired.

GRAVEL OPERATIONS

                  The Company's gravel property is located on approximately 33
acres of the 1,965 acres of land owned by the Company in fee in La Plata County,
Colorado. The Company received approximately $76,000 in royalty payments and
rentals during fiscal 2001 from its gravel contract and surface lease entered
into during fiscal 1994 with Durango Construction, Inc., now called Four Corners
Materials, Inc. ("Four Corners"), pursuant to which such company is mining sand,
gravel and rock products from the gravel permit area. The Company has been
discussing for some time and is close to reaching an agreement with Four Corners
to add land to the contract and lease to give Four Corners additional gravel
reserves to mine. Four Corners would have the responsibility for obtaining any
needed amendment to the existing gravel mining permit, which the Company
transferred to Four Corners in fiscal 1998. The term of the contract and lease
would be extended for an additional five years from its scheduled expiration
date on December 31, 2001. In consideration of the Company's inclusion of the
additional acreage under the contract and lease and the term extension, Four
Corners



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would perform, at the Company's expense, the required land reclamation work on
the Company's coal mine permit area located on other portions of the property
and would construct a secondary access road to the property at its and the
Company's expense, which will significantly aid the Company's real estate
development efforts. A definitive written agreement has not yet been signed with
Four Corners pertaining to the contract and lease extension, and there can be no
assurance than one will be signed, particularly if the Company determines that
any road usage by Four Corners for access to adjacent federal lands would have
an adverse impact on the Company's ability to obtain the necessary approvals for
the road's construction. See "Carbon Junction Coal Mine" and "Real Estate Held
for Development", below.

CARBON JUNCTION COAL MINE

                  The Company owns the Carbon Junction coal mine which is also
located on its 1,965 acres of land in La Plata County, Colorado. The mine permit
covers 236.9 acres of the property. After the Company obtained an updated
appraisal of the mine's coal deposits at the end of fiscal 1994 which concluded
that the deposits had no value, the Company limited its operations at the Carbon
Junction mine to maintenance and regulatory compliance activities until fiscal
2000, when the Company abandoned any further attempts to mine the coal deposits
and commenced the required work to reclaim the land affected by its prior
surface mining operations. The Company has posted with the State of Colorado a
reclamation performance bond in the amount of $816,526 for its Carbon Junction
mine operations. As part of the proposed gravel contract and surface lease
extension with Four Corners (see "Gravel Operations", above), Four Corners will
complete the reclamation work at the Company's expense and replace the Company's
reclamation performance bond with one of its own. Four Corners' engineering
staff estimates that the reclamation work can be completed for $413,000. The
Company recorded $413,000 for costs associated with the reclamation of the
Carbon Junction mine and surrounding property in the fourth quarter of fiscal
2000, when it first began its discussions with Four Corners. The reclamation
work should have no further impact on the Company's statement of operations
unless the actual costs of the work exceed $413,000.

REAL ESTATE HELD FOR DEVELOPMENT

                   The Company's planned mixed use development is located on
approximately 1,100 acres of the 1,965 acres of land owned by the Company in La
Plata County, Colorado. The major highways intersecting the City of Durango and
La Plata County are US Highway



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550 running north and south and US Highway 160 running east and west. The
Company's land is aligned with US Highway 160 and is located on a mesa adjacent
to and above the City of Durango. The property is not currently within the City
limits; however, certain portions of the property have common boundaries to the
City.

                  In fiscal 1996 and 1997, the Company had initiated the design
of a golf course for the land and obtained a land use permit from La Plata
County allowing it to commence preliminary site work on the golf course, which
covers approximately 170 acres of the proposed 1,100-acre development. The
Company also repaired the heavy earth-moving equipment which it had originally
acquired for its coal operations so that it could be used to perform as much of
the golf course work as possible. During fiscal 1998, the Company commenced and
completed clearing the major brush off the land and commenced leveling the land
for the golf course fairways. The Company also secured the necessary rights to
use water from the nearby Animas River for an irrigation system which it
contemplated installing for the golf course and purchased an additional 10 acres
of land adjacent to the Animas River as a site for the construction of a station
to pump the water from the Animas River through a line to the proposed system.
In fiscal 1999, the Company completed the "roughing in" of the last nine holes
of the golf course and obtained the permits from the various federal agencies to
construct the pumping station and waterline for the irrigation system. The
Company had hoped to acquire the necessary local permits in the fall of 1998 and
then to commence construction of the station, line and system; however, after
obtaining an $800,000 cost estimate for laying only the water line to the golf
course water storage site and an estimated annual operating cost of $36,000 to
pump the water to the storage site, it elected to delay the commencement of the
construction until other alternatives for acquiring water for the entire
development could be fully evaluated.

                  The preparation of a master plan with a definitive cost
estimate was the primary objective for the Company with respect to the planned
development in fiscal 2000. Although the Company made progress in preparing the
plan, uncertainties which developed involving whether a contemplated additional
water reservoir to be constructed by the City of Durango would be located on a
portion of the Company's land and whether the City would proceed with its
planning staff's desire to construct a collector or arterial road through the
Company's land caused delays in its final preparation. As then being considered,
the prospective water reservoir location would have taken a portion of the back
nine holes of the golf course as originally designed and, if constructed as an
arterial



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road, the road would have taken an additional portion of such holes and directed
significant traffic through the golf course.

                  During the fall of 1999, the City notified the Company that it
was interested in acquiring between 35 and 53 acres of land from the Company for
the proposed water reservoir, and in late February 2000 the City advised the
Company that it would obtain an appraisal of the land to assist in determining
the purchase price. Negotiations regarding the acquisition of any of the
Company's land intended for a reservoir have been tabled for the present. The
Animas-La Plata reservoir project, which has been proposed since the early 1900s
to satisfy the water rights claims of the Southern Ute and Ute Mountain Indian
tribes without depriving non-Indians of their junior water rights, has recently
been revived in the Congress. If the Animas-La Plata project is built, the City
is uncertain of its need for a reservoir which would use any Company lands.

                  Notwithstanding the fact that no decisions had yet been
reached with respect to the proposed water reservoir or road, the Company
proceeded with the development of its master plan for the property in fiscal
2001 and in September 2000 filed an annexation application with the City of
Durango for 1,100 acres of the property. Prior to action by the City regarding
annexation, a plan must be developed and approved by the City for the area in
which the Company's property is located (an "Area Plan"). An Area Plan evaluates
land uses within a specific area to determine whether the uses will be
compatible with each other. Properties adjacent and nearby that may be impacted
by the landowner requesting annexation are studied. Impacts to resources of
minerals, coal, oil and gas, as well as wildlife, archeological, geologic and
environmental hazards, traffic, public facilities and infrastructure are
reviewed. Public hearings on the Area Plan provide a forum for neighborhood
discussion and comment. The Company's land location and its isolation limit the
number of additional properties within the Area Plan. Approximately 30 property
owners are expected to be included within the Area Plan. The City of Durango has
advised the Company that the time frame for the Area Plan approval should
require approximately seven months.

                  According to City planners, once the Area Plan has been
adopted, then an annexation impact report is required to address the physical
analysis of the annexation issue, which is a considerably shorter process and
should occur within an additional approximate three to four months. Expected to
occur in tandem with, but late in the Area Plan process, is the submittal of the
Company's 20-year conceptual plan for the 1,100 acres (the



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"Conceptual Plan"), which was filed with the Company's annexation application,
for review and public comment in neighborhood meetings. The City Planning
Commission then prepares a recommendation to the City Council to approve,
approve with conditions or deny the annexation application.

                  The Conceptual Plan for the development of the 1,100 acres was
prepared by the Company's management with the assistance of its engineering and
planning consultant in Durango. Approximately 865 mountainous acres that extend
northeast will remain in the County and are intended to be developed into
35-acre lots in the future. The Company's development concept for the 1,100
acres, tentatively to be called "Oakridge at Durango", is a neighborhood design
where residential villages are within convenient walking or biking distance to
nearby neighborhood squares offering life's daily essentials. Within each square
is a neighborhood business district intended as a transitional area of light
business uses between residential areas and other features where shopping,
services or office spaces are provided to the nearby neighborhoods. In the
center of each square will be a small community park and plaza for resting,
playing or eating surrounded by the commercial, office and service businesses.
Houses of worship and day care will be conveniently sited. Residential densities
will shift from high-density in the center of the village to medium or less
density as the golf course or rims of the mesa are approached. The Conceptual
Plan also includes a central business district intended primarily for areas of
concentrated indoor retail and service businesses, but not for "big box" or
regional shopping malls. Also planned is a resort and spa location that includes
a golf course, medical and senior care facilities and business and commercial
parks.

                  A brochure for the Company's proposed real estate development
project will be included with the Company's annual report for the year ended
February 28, 2001 mailed to shareholders. A drawing of the land use plan is
included in the brochure along with information about the City of Durango. The
drawing depicts the intended land use according to the Conceptual Plan; however,
it should be emphasized that the Conceptual Plan will be modified as
circumstances and opportunities dictate and the approval process moves along.

                  The Company has already made some modifications to the
Conceptual Plan in an effort to attract a major lead facility for a portion of
the land, and the Company is currently working on preparing estimates for the
infrastructure costs for the first phase of the Conceptual Plan. The Company
intends to develop the



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property in phases, thereby allowing for specific parts of the Conceptual Plan
to be initiated and marketed in stages - either by the Company alone or with
other developers. It is expected that infrastructure accessibility will dictate
initial development.

                  One of the requirements to obtain annexation and Conceptual
Plan approval from the City will be that the property be served by two access
roads. The sole current access is located on the western end of the property and
services incoming and outgoing traffic that includes gravel hauling trucks from
Four Corners' gravel mining activity. One of the Company's conditions for gravel
mining to continue on the property is that Four Corners acquire another access
route for gravel hauling in order that its mining activities not impede the
Company's development process. The second access route, as planned, could also
provide Four Corners access to other gravel resources not located on the
Company's property. The Company has negotiated with Four Corners for it to
construct an alternate access road on the southeast side of its property,
tentatively to be known as REA Canyon Road, which will serve gravel mining and
land development on the property. The major portion of traffic within the
development in the early stages is expected to be served by the western access
since the initial phase of development is intended for this area. The Company is
responsible for the design of, and obtaining the required permits and approvals
for, the alternate access road. Colorado Department of Transportation approval
as well as local approvals will be required before construction can begin. Once
all approvals are obtained by the Company, Four Corners will be obligated to
commence construction of the road within one month and to complete it within 180
working days. Four Corners has estimated the cost to construct the road to be
approximately $1,500,000. Pursuant to the Company's proposed agreement with Four
Corners, Four Corners will bear the first $1,000,000 in costs to construct the
road, and the Company will bear all costs of the road in excess of $1,000,000.
Preliminary feedback by the City's planning staff indicates that the staff would
view the alternate access road to be a collector road, with possible
modifications to accommodate its construction in the canyon provided no access
onto the road occurs in this area.

                   The minimum time frame expected to accomplish the annexation
and Conceptual Plan approval process is approximately one year and four months
from the submittal of the Area Plan. The Company expects to be able to furnish
the City's staff with all of the information the staff has requested from the
Company for the Area Plan preparation to date by the end of May 2001 and
believes the Area Plan will be submitted within the next three to four months.
It should be noted, however, that such time frame can



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extend into years if problems are encountered. The Company considers the current
pace of activities encouraging, but there can be no assurances that annexation
and Conceptual Plan approval can be obtained within satisfactory time frames and
without burdensome conditions being attached. See "Item 6. - Management's
Discussion and Analysis or Plan of Operation - Financial Condition and
Liquidity."

COMPETITION AND MARKETS

         COMPETITION: A large number of companies and individuals are engaged in
the exploration for oil and gas, and most of the companies so engaged possess
substantially greater technical and financial resources than the Company.
Competition for desirable leases and suitable prospects for oil and gas drilling
operations is intense, and in the past the Company has experienced significant
competition in obtaining the services of drilling contractors and in purchasing
tubular goods and other materials necessary to drill and complete wells. In
fiscal 2001, the Company did not experience any difficulty in obtaining services
and materials because of its cut back in exploration activities, although the
significant product price increases which occurred in the industry during the
past two years have caused demand for such services and materials to rise
dramatically from what was the case in fiscal 1999 when product prices were
depressed.

                  The gravel and coal industries are also highly competitive. A
principal competitive factor in both industries is product price. In addition,
with respect to coal, its quality and, in regard to major sales agreements, the
financial and organizational ability of the selling company to meet long-term
coal delivery requirements of utility companies, are important. With regard to
quality of coal, the important criteria include BTU (heating value), sulfur and
ash content.

         MARKETS: The Company's ability to produce and market oil and gas
profitably depends upon a number of factors which are beyond the control of the
Company, the effect of which cannot be accurately predicted or anticipated.
These factors include the availability of adequate pipeline and other
transportation facilities, the marketing of competitive fuels and other factors
affecting the availability of a ready market, such as fluctuating supply and
demand. Additional factors affecting the marketing of oil and gas include
imports and actions by foreign producing nations.



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                  After bottoming out during the fourth quarter of fiscal 1999,
oil prices began an upward trend that continued, with minor fluctuations,
throughout fiscal 2000 and 2001. The Company's average oil price received during
fiscal 2001 increased $9.64 per barrel (approximately 47.4%) from that price
received in fiscal 2000, and this increase had a material positive effect on the
Company's revenues in fiscal 2001 and the amount of its estimated year end
proven oil reserves. Although current oil prices being received by the Company
have backed off somewhat from their high in the fall of 2000, they remained at
an approximate $27.00 per barrel average price level in March, 2001. A return to
the oil price environment experienced by the Company in fiscal 1999 would have a
material adverse effect on the Company's revenues and operating cash flow and
would result in decreases in the carrying value of the Company's oil and gas
properties.

                  The Company's average gas price received also rose $2.28 per
MCF (approximately 93.8%) during fiscal 2001 from $2.44 per MCF to $4.72 per
MCF. The Company's average gas price received during the fourth quarter of
fiscal 2001, which encompasses the coldest months of the calendar year, reached
a record $7.73 per MCF, and such average gas price for the Company's Madison
County, Texas property was $9.05 per MCF. Due to the Company's significant
weighting in favor of oil production after the sale of the Limestone County,
Texas field in fiscal 1999, the effect of the higher gas prices received by the
Company was not as great as might otherwise be expected.

                  While certain of the Company's gas properties experience
seasonal variations in demand, the Company was not experiencing any significant
curtailment, or an inability to sell all of its deliverable gas, on an overall
basis at February 28, 2001. See "Item 6. - Management's Discussion and Analysis
or Plan of Operation - Results of Operations."

                  All of the Company's gravel resources are currently being
marketed through its contractual arrangements with Four Corners. The
commencement of reclamation work by the Company at the Carbon Junction coal mine
has ended any further efforts to market the coal deposits from such mine.

REGULATION

         OIL AND GAS: The production of oil and gas is subject to extensive
federal and state laws, rules, orders and regulations governing a wide variety
of matters, including the drilling and spacing of wells, allowable rates of
production, prevention of



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waste and pollution and protection of the environment. In addition to the direct
costs borne in complying with such regulations, operations and revenues may be
impacted to the extent that certain regulations limit oil and gas production to
below economic levels. The regulations are generally designed to ensure that oil
and gas operations are carried out in a safe and efficient manner and to ensure
that similarly situated operators are provided with reasonable opportunities to
produce their respective fair shares of available oil and gas reserves. Since
these regulations generally apply to all oil and gas producers, the Company
believes that these regulations do not put the Company at a material
disadvantage to other oil and gas producers.

                  Certain sales, transportation and resales of natural gas by
the Company are subject to both federal and state laws and regulations,
including, but not limited to, the Natural Gas Act (the "NGA"), the Natural Gas
Policy Act of 1978 (the "NGPA") and regulations promulgated by the Federal
Energy Regulatory Commission ("FERC") under the NGA, the NGPA and other
statutes. The provisions of the NGA and the NGPA, as well as the regulations
thereunder, are complex and can affect all who produce, resell, transport,
purchase or consume natural gas.

                  Although FERC transportation regulations do not directly apply
to the Company because it is not engaged in rendering jurisdictional
transportation services, these regulations do affect the operations of the
Company by virtue of the need to deliver its gas production to markets served by
interstate or intrastate pipelines.

         COAL AND GRAVEL: The Company's coal operations in the past have been
subject to extensive regulation under the Surface Mining Control and Reclamation
Act of 1977 and the Colorado law of a similar nature and the Clean Air Act of
1990. The effects of such regulation have been to increase significantly the
lead time to commence actual surface coal mining operations, to make it more
costly for the Company's coal to be marketed and effectively to limit the
customers for the Company's coal to certain types of power plants. The Company's
gravel operations are subject to comparable regulation, but compliance standards
are less rigid.

ENVIRONMENTAL AND HEALTH CONTROLS

                  The Company's operations are subject to numerous federal,
state and local laws and regulations relating to environmental and health
protection. These laws and regulations require the acquisition of a permit
before drilling commences, restrict the



                                       10
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type, quantities and concentration of various substances that can be released
into the environment in connection with drilling and production activities,
limit or prohibit drilling activities on certain lands lying within wilderness,
wetlands and other protected areas and impose substantial liabilities for
pollution resulting from oil and gas operations. These laws and regulations may
also restrict air or other discharges resulting from the operation of pipeline
systems and other facilities in which the Company may own an interest. Although
the Company believes that compliance with environmental laws and regulations
will not have a material adverse effect on operations or earnings, risks of
substantial costs and liabilities are inherent in oil and gas operations, and
there can be no assurance that significant costs and liabilities will not be
incurred. Moreover, it is possible that other developments, such as stricter
environmental laws and regulations or claims for damages to property or persons
resulting from the Company's operations, could result in substantial costs and
liabilities.

OPERATING HAZARDS AND UNINSURED RISKS

                  The Company's oil and gas operations are subject to all of the
risks normally incident to the oil and gas exploration and production business,
including blowouts, cratering, explosions, pollution and other environmental
damage, any of which could result in substantial losses to the Company due to
injury or loss of life, damage to or destruction of wells, production facilities
and other property, clean-up responsibilities, regulatory investigations and
penalties and suspensions of operations. As is common in the oil and gas
industry, the Company is not fully insured against certain of these risks either
because insurance is not available or because the Company has elected not to
insure due to high premium costs. The Company maintains comparable insurance
coverage for its coal and gravel operations.

EMPLOYEES

As of May 25, 2001, the Company had four full-time employees and one part-time
employee. Two of the employees and the part-time employee were located at the
Company's executive offices, one was located at the Company's coal, gravel and
real estate development operations office in Durango, Colorado and one was a
field employee located in North Texas. The Company considers its relations with
its employees to be satisfactory.



                                       11
<PAGE>   17


ITEM 2.  DESCRIPTION OF PROPERTY.

         OIL AND GAS PROPERTIES.

RESERVES

           Reference is made to "Supplemental Oil and Gas Data (Unaudited)"
included in the Notes to Financial Statements for additional information
concerning: (i) certain cost and revenue information pertaining to the Company's
oil and gas producing activities; (ii) estimates of the Company's oil and gas
reserves and changes in such reserves; and (iii) a standardized measure of the
discounted future net cash flows from the Company's oil and gas reserves and the
changes in such standardized measure. The engineering report with respect to the
Company's proved oil and gas reserves as of February 28, 2001 was prepared by
Stephens Engineering, independent petroleum engineers, Wichita Falls, Texas
("Stephens Engineering"). At such date, all of the Company's oil and gas
reserves were located in the United States and in the States of Texas,
Mississippi, Colorado, Oklahoma and New Mexico.

                  No reserve reports pertaining to the Company's proved net oil
or gas reserves were filed with any Federal governmental authority or agency
during the fiscal year ended February 28, 2001, and no major discovery is
believed to have caused a significant change in the Company's estimates of
proved reserves since that date.

                  The following table reflects Stephens Engineering's estimate
of those quantities of oil and gas as of February 28, 2001 which can be produced
from the Company's proved developed reserves during the fiscal year ending
February 28, 2002, using equipment installed and under economic and operating
conditions existing at February 28, 2001:

<TABLE>
<S>                                                  <C>
                           Oil (Bbls.).............. 36,188
                           Gas (MCF)................ 56,904
</TABLE>

The Company is not obligated to provide a fixed and determinable quantity of oil
and gas in the future under any of its existing contracts or arrangements.

PRODUCTION

                  The following table shows for each of the three fiscal years
ended February 28, 2001 the total production attributable to the Company's oil
and gas interests:



                                       12
<PAGE>   18


<TABLE>
<CAPTION>

FISCAL YEAR ENDED                     OIL                        GAS
 FEBRUARY 28/29                     (BBLS.)                     (MCF)
-----------------                   -------                    -------
<S>                                 <C>                        <C>
2001....................            47,368                      85,632
2000....................            61,220                     110,051
1999....................            87,345                     133,478
</TABLE>

LIFTING COSTS AND AVERAGE SALES PRICES

                  The Company's production (lifting) costs and average sales
prices received during each of the three fiscal years ended February 28, 2001
were as shown in the following table:

<TABLE>
<CAPTION>

                                                     FISCAL YEAR
                                                 ENDED FEBRUARY 28/29
                                             ----------------------------
                                              2001       2000       1999
                                             ------     ------     ------
<S>                                          <C>        <C>        <C>
         Lifting Costs

         Per Equivalent Unit (Bbls.) ...     $ 9.88     $ 7.58     $ 5.27

         Average Sales Prices

         Oil (per Bbl.) ................      29.96      20.32      11.83
         Gas (per MCF) .................       4.72       2.44       2.02
</TABLE>

SALES CONTRACTS AND MAJOR CUSTOMERS

                  The Company does not own any refining facilities and sells its
oil under short-term contracts at f.o.b. field prices posted by the principal
purchasers of oil in the areas in which the Company's producing properties are
located. During the fiscal year ended February 28, 2001, approximately 81% of
the Company's oil sales were made to Plains Marketing & Transportation and
approximately 14% were made to Sunoco, Inc. During fiscal 2001, approximately
73% of the Company's gas sales were made on the spot market to TXU Fuel.

                  Substantially all of the Company's oil sales to Plains
Marketing & Transportation and its gas sales to TXU Fuel were from the Company's
Madison County, Texas property.

                  In the opinion of management, the termination of any of the
Company's sales contracts would not adversely affect the Company's ability to
sell its oil and gas production at comparable prices.



                                       13
<PAGE>   19


DEVELOPED ACREAGE AND PRODUCTIVE WELLS

                  As of February 28, 2001, the Company owned working and
overriding royalty interests in 9,479 gross (2,662 net) acres of developed oil
and gas leases and 74 gross (23.12 net) productive oil and gas wells.

                  The following table summarizes the Company's developed acreage
and productive wells as of February 28, 2001:

<TABLE>
<CAPTION>

                                             Developed Acreage(1)                       Productive Wells(1)(3)
                                    --------------------------------------      --------------------------------------
                                        Gross(2)               Net(2)               Gross(2)               Net(2)
                                    ----------------      ----------------      ----------------      ----------------
                                     Oil        Gas        Oil        Gas        Oil        Gas        Oil        Gas
                                    -----      -----      -----      -----      -----      -----      -----      -----
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Texas:
  Madison Co. ................      4,515         --      1,129         --         28         --       7.00         --
  All Other Cos...............      2,408      1,914      1,259        177         28         14      13.36       2.41
Mississippi ..................         40         --          1         --          1         --        .01         --
Colorado .....................         --        242         --          4         --          1         --        .02
Oklahoma .....................         40         --          1         --          1         --        .03         --
New Mexico ...................         --        320         --         91         --          1         --        .29
                                    -----      -----      -----      -----      -----      -----      -----      -----


         Total ...............      7,003      2,476      2,390        272         58         16      20.40       2.72
                                    =====      =====      =====      =====      =====      =====      =====      =====
</TABLE>

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

(1)      Reversionary interests which may increase or decrease the interest
         shown have been disregarded for purposes of this table.

(2)      "Gross," as it applies to acreage or wells, refers to the number of
         wells or acres in which an interest is owned by the Company. "Net," as
         it applies to acreage or wells, refers to the sum of the fractional
         ownership interests owned by the Company in gross wells or gross acres.

(3)      Includes 14 gross (5.05 net) shut-in wells; excludes 6 gross (2.60 net)
         water injection wells.

UNDEVELOPED ACREAGE

                  The following table shows the gross and net acres of
undeveloped oil and gas leases held by the Company at February 28, 2001:



                                       14



<PAGE>   20

<TABLE>
<CAPTION>

         STATE                         GROSS ACRES   NET ACRES
         -----                         -----------   ---------
<S>                                    <C>           <C>
         Texas.......................    19,153        5,676
         Arkansas....................     2,428        1,214
                                         ------       ------

                          Total......    21,581        6,890
                                         ======       ======
</TABLE>

                  All of the Company's undeveloped leases in the State of
Arkansas cover lands located in Miller County. In the absence of drilling
activity which establishes commercial reserves sufficient to justify retention,
the Company's leases on approximately 62.6% of its net acres will expire in
fiscal 2002, approximately 10.8% will expire in fiscal 2003, 2.3% will expire in
fiscal 2004 and 2.2% will expire in fiscal 2005. The remaining approximate 22.1%
of the Company's undeveloped acreage, which includes all of such acreage in the
State of Arkansas and a portion of such acreage in Gregg and Montague Counties,
Texas, is currently held in force by production in which the Company has no
ownership interest.

DRILLING ACTIVITY

                  The following table sets forth the results of the Company's
drilling activity for each of the three fiscal years ended February 28, 2001:

<TABLE>
<CAPTION>

                                                     Exploratory Wells
                          ------------------------------------------------------------------------
    Fiscal Year                         Gross                                   Net
       Ended              ---------------------------------      ---------------------------------
   February 28/29         Productive      Dry         Total      Productive      Dry         Total
--------------------      ----------     -----        -----      ----------     -----        -----
<S>                       <C>            <C>          <C>        <C>            <C>          <C>
1999 ...............            2            6            8          .29         1.20         1.49
2000 ...............            1            0            1          .33           --          .33
2001 ...............            1           --            1          .25           --          .25
                            -----        -----        -----        -----        -----        -----

     Total .........            4            6           10          .87         1.20         2.07
                            =====        =====        =====        =====        =====        =====
</TABLE>


<TABLE>
<CAPTION>

                                                     Development Wells
                          ------------------------------------------------------------------------
    Fiscal Year                         Gross                                   Net
       Ended              ---------------------------------      ---------------------------------
   February 28/29         Productive      Dry         Total      Productive      Dry         Total
--------------------      ----------     -----        -----      ----------     -----        -----
<S>                       <C>            <C>          <C>        <C>            <C>          <C>
1999 ...............            4           --            4         1.00           --         1.00
2000 ...............           --           --           --           --           --           --
2001 ...............           --           --           --           --           --           --
                            -----        -----        -----        -----        -----        -----

     Total .........            4           --            4         1.00           --         1.00
                            =====        =====        =====        =====        =====        =====
</TABLE>



                                       15
<PAGE>   21


As of February 28, 2001, the Company was in the process of drilling one gross
(.08 net) exploratory well.

                  COAL AND GRAVEL PROPERTIES.

                  As of February 28, 2001, the Company held 1,825 (456 net)
acres of coal leases covering lands in La Plata County, Colorado. The leases
were acquired in October 1990 and have remaining primary terms of approximately
14 years. No annual delay rentals or advance minimum royalties are required.

                  The Company's Carbon Junction coal mine is located upon such
1,825 acres. The renewal mine permit issued by the State of Colorado for such
coal mine pertains to approximately 237 acres out of such 1,825 acres. The
Company's leases cover a 25% interest in the coal under the 1,825 acres. The
Company owns most of the surface estate and the other 75% interest in the coal
and has the executive rights (i.e., the exclusive right to sign coal leases) on
the 25% interest.

                  In 1991, the Company purchased the surface estate, a 75%
interest in the coal and the executive rights to the remaining 25% interest in
the coal of 200 additional acres in La Plata County adjacent to the 1,825 acre
tract. The Company has not leased the remaining 25% interest in the coal. By
virtue of its fee and lease ownership and the executive rights it holds, the
Company controls 100% of the above described 1,825 acre and 200 acre tracts. The
Company has ended any plans to attempt to operate the Carbon Junction coal mine
and has started the reclamation work on the land affected by its prior mining
operations. See "Item 1 - Description of Business - Carbon Junction Coal Mine."
The Company expects, however, to continue the coal leases as they involve no
significant expense to it.

                  The Company also owns 55% of the gravel, oil, gas and other
mineral rights with respect to the 1,825 acre tract in La Plata County, Colorado
and has the executive rights on the remaining 45%. During fiscal 1998, the
Company's permit from the State of Colorado to mine gravel from 33 acres on such
tract was transferred to Four Corners, which is currently mining sand, gravel
and rock products from the permit area pursuant to its contract and surface
lease with the Company, which is proposed to be extended for an additional five
years from its scheduled expiration on December 31, 2001. See "Item 1. -
Description of Business - Gravel Operations."



                                       16
<PAGE>   22


                  REAL ESTATE.

                  The surface of most of the land in La Plata County, Colorado
described in "Coal and Gravel Properties" above and adjacent acreage totaling
1,965 acres is held for development by the Company. Approximately 1,100 acres of
such land is the subject of a planned mixed use development by the Company. See
"Item 1. - Description of Business - Real Estate Held for Development."

                  OFFICE BUILDING.

                  The Company owns a one-story office building situated at 4613
Jacksboro Highway in Wichita Falls, Texas in which its executive offices are
located. The building is located on .519 acres of land and contains 5,117 square
feet of space.

ITEM 3.  LEGAL PROCEEDINGS.

                  The Company is not a party to any pending litigation. To the
best knowledge of the Company, there are no legal proceedings to which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent (5%) of any class of voting securities of
the Company, or any associate of any such director, officer or security holder
is a party adverse to the Company or has a material interest adverse to the
Company.

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

                  No matter was submitted during the fourth quarter of the
fiscal year ended February 28, 2001 to a vote of the Company's security holders,
through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                  The Company's common stock, $.04 par value, is traded in the
over-the-counter market. The following table shows the range of bid quotations
for the common stock during the two fiscal years ended February 28, 2001 by
quarters. Such quotations were furnished to the Company by the National
Quotation Bureau, LLC and were supplied by The National Association of
Securities Dealers ("NASD") through the NASD OTC Bulletin Board, the NASD's
automated system for reporting NON-NASDAQ quotes and the National Quotation
Bureau's Pink Sheets. The quotations represent prices between dealers and do not
include retail markups, markdowns or commissions and do not necessarily
represent actual transactions.



                                       17
<PAGE>   23


<TABLE>
<CAPTION>

PERIOD                                                     HIGH          LOW
------                                                    ------        ------
<S>                                                       <C>           <C>
Fiscal Year Ended February 29,
 2000:
         Quarter Ended May 31, 1999 ..............        $ 2.25        $ 2.00
         Quarter Ended August 31, 1999 ...........          2.50          1.75
         Quarter Ended November 30, 1999 .........          2.50          2.38
         Quarter Ended February 29, 2000 .........          2.38          2.25

Fiscal Year Ended February 28,
 2001:
         Quarter Ended May 31, 2000 ..............        $ 3.00        $ 2.25
         Quarter Ended August 31, 2000 ...........          2.50          2.25
         Quarter Ended November 30, 2000 .........          2.25          2.25
         Quarter Ended February 28, 2001 .........          2.63          2.13
</TABLE>


                  As of May 16, 2001, the approximate number of holders of
record of the common stock of the Company was 479.

                  The Company did not pay any dividends during the two fiscal
years ended February 28, 2001. There are currently no restrictions upon the
Company's ability to pay dividends; however, the Company does not anticipate
paying any dividends in fiscal 2002.

                  The Company did not make any sales of its equity securities
during the two fiscal years ended February 28, 2001.

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

                  The following discussion and analysis should be read in
conjunction with the Financial Statements and Notes thereto included in Item 7.

RESULTS OF OPERATIONS

                  During the fiscal year ended February 28, 2001, the Company
had net income of $238,455 ($.05 per share) compared to a net loss of $548,136
($.12 per share) during the fiscal year ended February 29, 2000. Substantially
higher oil and gas revenues and reduced oil and gas operating expenses were
primarily responsible for the improved performance. Greater interest and
dividend income also contributed to the fiscal 2001 results. A $413,000 charge
for coal mine reclamation work during the fourth quarter of fiscal 2000
adversely affected fiscal 2000's results.



                                       18
<PAGE>   24


                  Oil and gas revenues increased approximately $256,700 (16.2%)
in the fiscal year ended February 28, 2001 due to continued strong average oil
and gas prices received by the Company which overcame sales production declines.
The Company's average gas price received was particularly strong during the
fourth quarter of fiscal 2001. The following table compares the oil and gas
revenues and average prices received by the Company and its sales volumes of oil
and gas during fiscal 2001 with those of fiscal 2000:

<TABLE>
<CAPTION>

                                                            PERCENTAGE
                              FISCAL 2000     FISCAL 2001   DIFFERENCE
                              -----------     -----------   ----------
<S>                           <C>             <C>           <C>
Oil:
Revenues ................     $1,264,536     $1,407,385      +11.3%
Volume (Bbls.) ..........         62,223         46,983      -24.5
Average Price
 (per Bbl.) .............     $    20.32     $    29.96      +47.4

Gas:
Revenues ................     $  250,539     $  360,744      +44.0%
Volume (MCF) ............        102,870         76,422      -25.7
Average Price
 (per MCF) ..............     $     2.44     $     4.72      +93.8
</TABLE>


Non-material amounts of natural gas liquids revenues and sales volumes for both
years are excluded from the foregoing table.

                  Revenues from the Company's principal property in Madison
County, Texas tracked overall results for fiscal 2001, increasing approximately
$108,800 (9.1%) due to higher average oil and gas prices received and lower
sales volumes. In the fourth quarter of fiscal 2001, however, oil revenues from
this property declined approximately $66,700 (23.0%) despite a higher average
oil price received. The Madison County, Texas property has been fully developed
for over a year, and the Company expects overall production from the property to
continue to decline in fiscal 2002 until a contemplated secondary recovery
project on the property is implemented. At February 28, 2001, the Company's
independent petroleum engineers estimated proven undeveloped oil reserves
attributable to a secondary recovery project on the property to be 503,552
barrels. Although the project has been approved by the operator, the Company and
the other working interest owners, it still must be approved by a few additional
royalty owners and the Texas Railroad Commission before it can be implemented,
and, at this stage, it is uncertain how long it will take to obtain such
approvals. It should be emphasized that there can be no assurance that the
secondary recovery project will be successful.



                                       19

<PAGE>   25


                  The higher oil and gas prices being received at February 28,
2001 had a beneficial effect on the estimates of the Company's proved oil and
gas reserves received from the Company's independent petroleum engineers at that
date. This can be best illustrated from the fact that the Company's estimated
future net revenues from its proved developed producing reserves declined by
only approximately $667,500 and the present value of such future net revenues
fell by only $255,800 despite no significant additions to reserves occurring and
approximately $1,800,000 in oil and gas sales being made from the Company's
properties during the year.

                  The recent release of President Bush's proposed energy policy
and the resulting debate on the national level that will follow, along with the
highly publicized energy shortages in California and the northwest that have
occurred and may continue, will certainly keep the nation's attention focused on
energy demand and supply and price levels in the coming fiscal year. Although
the past two or three years certainly show that it is always hazardous to try
and predict energy prices, the Company believes that it is more likely than not
that fiscal 2002 will see continued strong oil and gas prices, although there
could very well be periods during the year of moderate price fluctuations. Any
return to the level of oil and gas prices received during fiscal 1999 could be
disastrous for the Company and the oil and gas industry.

                  The Company has two sources of gravel revenues. One is from
the Company's surface lease with Four Corners which permits such company to mine
the Company's gravel reserves, and the other is the royalty the Company receives
from Four Corners' gravel sales. Revenues from the Company's gravel operations
decreased approximately $2,900 (3.7%) in fiscal 2001 as the Company's royalty
income fell slightly due to the lower level of gravel sales made by Four Corners
from the Company's property during the year. Rentals received by the Company
from the surface lease were the same in both fiscal years. Due to the Company's
proposed agreement with Four Corners extending its gravel mining contract, the
Company expects its royalty income to rise somewhat in fiscal 2002 due to an
increase in the royalty rate provided for in the extension and an anticipated
increase in the rock tonnage to be removed by Four Corners. The Company had no
coal revenues in either fiscal 2000 or 2001.

                  The expenses of the Company's oil and gas operations declined
approximately $295,000 (18.8%) in the fiscal year ended February 28, 2001.
Depletion and depreciation expense was the biggest contributor to the operations
expense decrease, declining approximately $242,000 (44.0%) due to the lower
sales production



                                       20
<PAGE>   26


volumes during the year, particularly from the Company's Madison, Gregg,
Freestone and Panola Counties, Texas properties, and to a lower depletable
balance. Lease operating expense (which includes well operating expense,
engineering expense and production and ad valorem taxes) increased approximately
$8,500 (1.3%) in fiscal 2001. Operating expense from the Madison County, Texas
property increased approximately $21,100 due to greater per well workover
expense being incurred as the field matured. The Company also incurred
approximately $11,000 in operating expense for the two new Arp Unit wells (one
purchased, one drilled) in Smith County, Texas for which there was no expense in
the prior fiscal year. This latter expense was roughly offset by a decline in
operating expense from the Company's Freestone County, Texas property.
Production taxes increased approximately $10,500 (13.6%) in fiscal 2001 due to
the higher oil and gas revenues during the year, but ad valorem taxes were
approximately $14,900 (54.7%) lower because the operator of the Madison County,
Texas property, with the assistance of an ad valorem tax consultant, was able to
obtain a lower valuation for the property. Engineering expense was at roughly
the same level in both years.

                  Lease impairment expense increased approximately $121,400
(62.9%) in fiscal 2001. The approximate $314,500 in such expense was all
attributable to the Arp Oil Unit #2 well in Smith County, Texas where the
reserves obtained did not fully support the expense incurred. Most of the
impairment expense in fiscal 2000 related to the Vivian Parker #2 well in Gregg
County, Texas. Exploration expense (i.e., geological and geophysical expense,
abandoned and expired leasehold expense and dry hole expense) declined
approximately $182,900 (98.2%) in the fiscal year ended February 28, 2001 as the
Company did not incur any geological and geophysical and dry hole expenses in
fiscal 2001 and only approximately $3,300 of abandoned and expired leasehold
expense. In fiscal 2000, the Company incurred approximately $86,700 of dry hole
expense with respect to the first set of completions on the Vivian Parker #2
well, dropped approximately $99,100 of leases in New Mexico, Kansas and in three
areas of East Texas and had a small amount of geological and geophysical
expense.

                  The expenses of the Company's coal and gravel operations
declined by approximately $416,200 (86.3%) during the fiscal year ended February
28, 2001. The Company recorded $413,000 for reclamation costs associated with
the Company's Carbon Junction mine and surrounding property during the fourth
quarter of fiscal 2000, and the absence of any comparable expense in fiscal 2001
was the principal reason for the magnitude of the expense decline during the
year. Although the reclamation work has been delayed



                                       21
<PAGE>   27


until fiscal 2002, the Company will not book any further expense as the
reclamation costs are actually incurred unless the total reclamation costs
exceed the $413,000 estimate. Real estate development expense decreased
approximately $4,900 (16.9%) in fiscal 2001 as the Company continued to restrict
work on the golf course and focused its work on developing a master plan for,
and in securing the construction of a secondary access road to, the Ewing Mesa
property. See "Item 1 - Description of Business - Real Estate Held for
Development."

                  General and administrative expense increased approximately
$16,100 (3.7%) during fiscal 2001 due to higher auditing expense resulting from
the change in the Company's independent public accountants in the prior fiscal
year, fees paid to maintain letters of credit supporting the Company's coal
reclamation bond to the State of Colorado with respect to its abandoned coal
mine and increased travel expense associated with the Company's Colorado real
estate development operations. Due to a timing difference, no letter of credit
fees were paid in fiscal 2000. Lower payroll expense partially offset the items
for which increases were incurred.

                  Other income (expense) increased significantly in fiscal 2001,
moving from approximately $1,000 in income in fiscal 2000 to approximately
$268,000 in income in fiscal 2001. Dividend and interest income increased
approximately $40,800 (24.1%) due to larger cash balances carried by the Company
and higher interest rates during most of the year, and the "other, net"
component of income changed from an approximate $59,000 expense item in fiscal
2000 to an approximate $40,100 income item in fiscal 2001. The other, net income
increase in fiscal 2001 resulted mainly from activity during the first six
months of the year as gains from the sale of one North Texas area well and
equipment from a Madison County, Texas well that was plugged and abandoned and
from the sale of surplus coal equipment and a right of way from a portion of the
Company's Colorado land more than covered the loss on the partial sale of an
investment equity security which occurred during such time frame and the
Company's share of the loss from a gas marketing limited partnership for the
year. Gain (loss) on the sale of oil and gas properties changed from an
approximate $109,700 loss in fiscal 2000 to an approximate $17,400 income item
in fiscal 2001. In fiscal 2000, no material sales of oil and gas properties
occurred and the Company recorded a negative adjustment of approximately
$130,100 to the substantial fiscal 1999 gain that resulted from the Company's
sale of its Limestone County, Texas properties to settle a dispute that arose
during the year over the



                                       22
<PAGE>   28


ownership of a portion of the sale proceeds attributable to one of the wells
involved in the sale.

                  The Company's income tax expense in fiscal 2001 was slightly
higher than the computed expected expense from the Company's income level due to
the effect of state and local taxes, net of the federal income tax benefit. The
tax benefit in fiscal 2000 was also slightly higher than what would be normally
expected primarily due to a revision of a prior year's estimated tax provision.

                  The Company's weighted average shares outstanding decreased
approximately 2.3% in the fiscal year ended February 28, 2001 due to the
purchase of 49,050 shares of the Company's common stock made by the Company
during the year, principally during the first half.

FINANCIAL CONDITION AND LIQUIDITY

                  During fiscal 2001, the Company's activity level and
expenditures were tightly controlled. The Company's operating activities funded
its investing and financing activities resulting in a $665,400 increase in cash
and cash equivalents at February 28, 2001. Higher average oil and gas prices
received enabled the Company's operating activities to provide approximately
$1,022,700 in funds during the year. The Company's investing activities used
approximately $228,800 in funds as proceeds from the sale of oil and gas
properties, other property and equipment and a portion of an equity security
held for investment were not sufficient to offset additions to oil and gas
properties totaling approximately $461,800. The Company's financing activities
(entirely purchases of the Company's common stock) used approximately $128,500
in funds. At February 28, 2001, the Company had no indebtedness and cash, cash
equivalents and investment securities available for sale aggregated
approximately $3,541,600.

                  Based on the belief that oil and gas prices will not vary
significantly from the levels of the last two fiscal years, the Company expects
to fund its contemplated operations during fiscal 2002 and any purchases of the
Company's stock that it makes from its cash and cash equivalents, sales of all
or a portion of its investment securities available for sale and the anticipated
cash flow from its oil and gas properties. The Company will also benefit from
the release of the current restrictions on approximately $817,000 of its cash
funds when Four Corners replaces the Company's coal mine reclamation bond to the
State of Colorado with Four Corners' bond. If oil and gas prices were to fall



                                       23
<PAGE>   29


substantially below anticipated levels, the Company will likely take a more
limited approach in its expenditures for oil and gas operations and real estate
development.

                  In the longer term, the Company will probably need to secure
substantial financing to be able to proceed in a reasonable manner with its
Colorado real estate development. To obtain such financing, the Company will
likely explore possible sales of the Company's equity securities in the public
markets or obtaining bank borrowings. The Company will also explore selling
portions of the property to other companies who would develop specific portions
of the property. There can be no assurances that any of these financing options
will be available to the Company when needed.

FORWARD-LOOKING STATEMENTS

                  Certain information included in this Annual Report on Form
10-KSB and other materials filed by the Company with the Securities and Exchange
Commission ("SEC") contain forward-looking statements relating to the Company's
operations and the oil and gas industry. Such forward-looking statements are
based on management's current projections and estimates and are identified by
words such as "expects," "intends," "plans," "believes," "estimates," "foresees"
and similar words. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual results may differ materially from what is expressed
in such forward-looking statements.

                  Among the factors that could cause actual results to differ
materially are crude oil and natural gas price fluctuations, failure to achieve
expected production from existing and future exploration and development
projects, higher than estimated coal reclamation costs and potential delays with
respect to, or failure to obtain, governmental permits and approvals necessary
to proceed with real estate development. In addition, these forward-looking
statements may be affected by general domestic and international economic and
political conditions.



                                       24
<PAGE>   30


ITEM 7.  FINANCIAL STATEMENTS.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                             PAGE
                                                             ----
<S>                                                          <C>
Report of Independent Auditors                                26

Balance Sheets as of February 28, 2001 and
  February 29, 2000                                           27

Statements of Operations for the years ended
  February 28, 2001 and February 29, 2000                     29

Statements of Stockholders' Equity for the
  years ended February 28, 2001 and
  February 29, 2000                                           30

Statements of Cash Flows for the years ended
  February 28, 2001 and February 29, 2000                     31

Notes to Financial Statements                                 32

Supplemental Oil and Gas Data                                 42
</TABLE>



                                       25
<PAGE>   31


                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders of
Oakridge Energy, Inc.

We have audited the accompanying balance sheets of Oakridge Energy, Inc. (the
"Company") as of February 28, 2001 and February 29, 2000, and the related
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oakridge Energy, Inc. as of
February 28, 2001 and February 29, 2000, and the results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.



Fort Worth, Texas
April 19, 2001


                                       26

<PAGE>   32
                              OAKRIDGE ENERGY, INC.

                                 BALANCE SHEETS

                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>

                                                                                 2001              2000
                                                                              ----------        ----------
<S>                                                                           <C>               <C>
Assets
Current assets:
    Cash and cash equivalents                                                 $3,337,950        $2,672,543
    Trade accounts receivable                                                    186,463           196,836
    Investment securities available for sale                                     203,604           245,175
    Deferred income taxes                                                        194,103           283,925
    Prepaid expenses and other                                                   103,580           179,736
                                                                              ----------        ----------
Total current assets                                                           4,025,700         3,578,215

Oil and gas properties, at cost, using the successful efforts
  method of accounting:
    Proved developed properties                                                6,650,025         6,234,659
    Less accumulated depletion and depreciation                                5,508,910         4,908,202
                                                                              ----------        ----------
                                                                               1,141,115         1,326,457
    Unproved properties                                                          217,302           199,881
                                                                              ----------        ----------
Net oil and gas properties                                                     1,358,417         1,526,338

Coal and gravel properties, at cost:
    Undeveloped properties                                                     5,850,424         6,064,706
    Mining and service equipment                                               2,461,783         2,674,222
                                                                              ----------        ----------
                                                                               8,312,207         8,738,928
    Less accumulated depletion and depreciation                                7,990,861         8,402,067
                                                                              ----------        ----------
Net coal and gravel properties                                                   321,346           336,861

Other property and equipment, net of accumulated
    depreciation of $351,822 in 2001 and $321,775 in 2000                        122,094           150,955

Real estate held for development                                               2,797,323         2,761,119

Other noncurrent assets                                                          947,111         1,010,875
                                                                              ----------        ----------

Total assets                                                                  $9,571,991        $9,364,363
                                                                              ==========        ==========
</TABLE>


See accompanying notes.



                                       27
<PAGE>   33


                              OAKRIDGE ENERGY, INC.

                           BALANCE SHEETS (CONTINUED)

                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>

                                                                                  2001                 2000
                                                                              ------------         ------------
<S>                                                                           <C>                  <C>
Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                                                          $     46,706         $     91,155
    Accrued expenses                                                                84,409               75,750
                                                                              ------------         ------------
Total current liabilities                                                          131,115              166,905

Reserve for reclamation costs                                                      413,000              413,000
Deferred income taxes                                                              188,400              122,392
Commitment and contingencies                                                            --                   --
                                                                              ------------         ------------
Total liabilities                                                                  732,515              702,297

Stockholders' equity:
    Common stock, par value $.04 per share, 20,000,000 shares
      authorized, 10,157,803 shares issued                                         406,312              406,312
    Additional paid-in capital                                                     805,092              805,092
    Retained earnings                                                           17,288,964           17,050,509
    Accumulated other comprehensive loss - unrealized loss on
      investment securities, net of income taxes                                   (63,910)            (131,372)
                                                                              ------------         ------------
                                                                                18,436,458           18,130,541
Less treasury stock, at cost; 5,694,180 shares in 2001 and
    5,645,130 shares in 2000                                                     9,596,982            9,468,475
                                                                              ------------         ------------
Total stockholders' equity                                                       8,839,476            8,662,066
                                                                              ------------         ------------

Total liabilities and stockholders' equity                                    $  9,571,991         $  9,364,363
                                                                              ============         ============
</TABLE>


See accompanying notes.



                                       28
<PAGE>   34


                              OAKRIDGE ENERGY, INC.

                            STATEMENTS OF OPERATIONS

               YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>

                                                                  2001               2000
                                                               -----------        -----------
<S>                                                            <C>                <C>
Revenues:
    Oil and gas                                                $ 1,841,727        $ 1,585,002
    Gravel                                                          76,000             78,892
                                                               -----------        -----------
                                                                 1,917,727          1,663,894

Operating expenses:
    Oil and gas:
      Depletion and depreciation                                   307,642            549,693
      Lease operating                                              648,589            640,041
      Lease impairment                                             314,533            193,103
      Exploration costs                                              3,289            186,173
                                                               -----------        -----------
                                                                 1,274,053          1,569,010

    Coal and gravel                                                 65,913            482,128
    Real estate                                                     23,837             28,698
    General and administrative                                     451,419            435,275
                                                               -----------        -----------
Total operating expenses                                         1,815,222          2,515,111
                                                               -----------        -----------

Income (loss) from operations                                      102,505           (851,217)

Other income (expenses):
    Interest income and other, net                                 250,595            110,671
    Gain (loss) on sales of oil and gas properties                  17,384           (109,705)
                                                               -----------        -----------
Total other income                                                 267,979                966
                                                               -----------        -----------

Income (loss) before income taxes                                  370,484           (850,251)

Income tax expense (benefit)                                       132,029           (302,115)
                                                               -----------        -----------

Net income (loss)                                              $   238,455        $  (548,136)
                                                               ===========        ===========

Basic and diluted earnings (loss) per common share             $      0.05        $     (0.12)
                                                               ===========        ===========

Weighted average shares outstanding                              4,479,177          4,584,902
                                                               ===========        ===========
</TABLE>


See accompanying notes.



                                       29
<PAGE>   35


                              OAKRIDGE ENERGY, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

               YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>

                                                                         ACCUMULATED
                                            ADDITIONAL                      OTHER
                                 COMMON      PAID-IN       RETAINED     COMPREHENSIVE     TREASURY                     COMPREHENSIVE
                                  STOCK       CAPITAL      EARNINGS          LOSS          STOCK           TOTAL           LOSS
                                ---------   ----------   ------------   -------------  --------------  ------------    -------------
<S>                             <C>          <C>         <C>            <C>            <C>             <C>             <C>
Balance at March 1, 1999        $ 406,312    $ 805,092   $ 17,598,645    $ (123,700)   $ (9,172,971)   $  9,513,378

Purchases of treasury stock            --           --             --            --        (295,504)       (295,504)

Net loss                               --           --       (548,136)           --              --        (548,136)      (548,136)

Change in unrealized losses
    on investment securities,
    net of income taxes                --           --             --        (7,672)             --          (7,672)        (7,672)
                                ---------    ---------   ------------    ----------    ------------    ------------    -----------

Comprehensive loss for year                                                                                            $  (555,808)
                                                                                                                       ===========

Balance at February 29, 2000      406,312      805,092     17,050,509      (131,372)     (9,468,475)      8,662,066

Purchases of treasury stock            --           --             --            --        (128,507)       (128,507)

Net income                             --           --        238,455            --              --         238,455        238,455

Change in unrealized losses
    on investment securities,
    net of income taxes                --           --             --        67,462              --          67,462         67,462
                                ---------    ---------   ------------    ----------    ------------    ------------    -----------

Comprehensive income for year                                                                                          $   305,917
                                                                                                                       ===========

Balance at February 28, 2001    $ 406,312    $ 805,092   $ 17,288,964    $  (63,910)   $ (9,596,982)   $  8,839,476
                                =========    =========   ============    ===========   ============    ============
</TABLE>


See accompanying notes.


                                       30
<PAGE>   36


                              OAKRIDGE ENERGY, INC.

                            STATEMENTS OF CASH FLOWS

               Years Ended February 28, 2001 and February 29, 2000

<TABLE>
<CAPTION>

                                                                                  2001                        2000
                                                                           -------------------         ------------------
<S>                                                                        <C>                         <C>
Operating Activities
    Net income (loss)                                                               $ 238,455                 $ (548,136)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
        Depletion and depreciation                                                    367,855                    615,747
        (Gain) loss on sale of oil and gas properties                                 (17,384)                   109,705
        (Gain) loss on sales of property and equipment                               (128,046)                     4,759
        Loss on sales and redemptions of investment securities                          9,170                          -
        Loss on investments in limited partnership                                     78,764                     54,794
        Abandoned leaseholds                                                            3,289                     99,103
        Oil and gas lease impairment                                                  314,533                    193,103
        Reclamation costs                                                                   -                    413,000
        Deferred income taxes                                                         116,262                   (309,318)
        Changes in operating assets and liabilities:
          Trade accounts receivable                                                    10,373                    (57,280)
          Prepaid expenses and other noncurrent assets                                 65,242                   (100,393)
          Accounts payable and accrued expenses                                       (35,790)                   (19,718)
                                                                           -------------------         ------------------
Net cash provided by operating activities                                           1,022,723                    455,366

INVESTING ACTIVITIES
    Additions to oil and gas properties                                              (461,799)                  (221,088)
    Additions to coal and gravel properties                                                 -                     (1,332)
    Additions to real estate held for development                                     (51,876)                   (72,748)
    Additions to other property and equipment                                          (1,185)                    (4,828)
    Proceeds from sales and redemptions of investment securities                      139,431                    159,155
    Proceeds from sales of oil and gas properties                                      21,640                     26,837
    Proceeds from sales of property and equipment                                     129,066                          -
    Principal payments on notes receivable                                             10,914                     12,186
    Investments in limited partnerships                                               (15,000)                         -
                                                                           -------------------         ------------------
Net cash used in investing activities                                                (228,809)                  (101,818)

FINANCING ACTIVITY
    Purchases of treasury stock                                                      (128,507)                  (295,504)
                                                                           -------------------         ------------------

Net increase in cash and cash equivalents                                             665,407                     58,044
Cash and cash equivalents at beginning of year                                      2,672,543                  2,614,499
                                                                           -------------------         ------------------

Cash and cash equivalents at end of year                                          $ 3,337,950                $ 2,672,543
                                                                           ===================         ==================
</TABLE>


See accompanying notes.


                                       31
<PAGE>   37


                              OAKRIDGE ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 2001

A.   NATURE OF BUSINESS

Oakridge Energy, Inc. (the "Company") is engaged in the exploration for and
development, production and sale of oil and gas primarily in Texas. It also
receives lease and royalty income from gravel deposits in Colorado and holds
certain real estate in Colorado for development.

The Company is a Utah corporation incorporated in 1969. The Company's executive
offices are located in Wichita Falls, Texas.


B.   SIGNIFICANT ACCOUNTING POLICIES

A summary of the Company's significant accounting policies consistently applied
in the preparation of the accompanying financial statements follows:

STATEMENT OF CASH FLOWS

Cash equivalents of approximately $2,717,000 and $2,429,000 at February 28, 2001
and February 29, 2000, respectively, consisted of interest-bearing cash
deposits. The Company considers all cash and highly liquid investments with
original maturities of three months or less to be cash equivalents.

Supplemental disclosure of cash flow information:

<TABLE>
<CAPTION>

                                     2001              2000
                                   --------          --------
<S>                                <C>               <C>
Interest paid                      $     --          $     --
                                   ========          ========

Income taxes paid                  $ 23,792          $     --
                                   ========          ========
</TABLE>

The changes in unrealized losses on investment securities, net of the related
income tax effects, of approximately $67,000 and $8,000 for the years ended
February 28, 2001 and February 29, 2001, respectively, are non-cash transactions
for purposes of the cash flow statements.

INVESTMENT SECURITIES

Investment securities consist of a certificate of deposit with a bank, corporate
notes and equity securities. The Company's investments are classified at the
time of purchase into one of three categories as follows:

o        Held to Maturity Securities - Debt securities that the Company has the
         positive intent and ability to hold to maturity are reported at
         amortized cost, adjusted for the amortization or accretion of premiums
         and discounts.



                                       32
<PAGE>   38


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




B.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT SECURITIES - CONTINUED

o        Trading Securities - Debt and equity securities that are bought and
         held principally for the purpose of selling them in the near term are
         reported at fair value, with unrealized gains and losses included in
         earnings.

o        Available for Sale Securities - Debt and equity securities not
         classified as either held to maturity securities or trading securities
         are reported at fair value, with unrealized gains and losses excluded
         from earnings and reported as a separate component of stockholders'
         equity (net of tax effects).

The Company did not have any securities classified as held to maturity or
trading as of February 28, 2001 and February 29, 2000.

A decline in the market value of any available for sale or held to maturity
security below cost that is deemed to be other than temporary results in a
reduction of the carrying amount to fair value. The impairment is charged to
earnings and a new cost basis for the security is established. No impairment
charges were recorded during 2001 or 2000. Dividend and interest income are
recognized when earned. Gains and losses on securities sold are computed under
the specific identification method.

OIL AND GAS PROPERTIES

The Company uses the successful efforts method of accounting for oil and gas
producing activities. Costs to acquire mineral interests in oil and gas
properties, to drill exploratory wells that find proved reserves, and to drill
and equip development wells are capitalized. Geological and geophysical costs,
costs to drill exploratory wells that do not find proved reserves, and
non-producing leasehold abandonments are expensed as incurred.

Unproved oil and gas properties are periodically assessed for impairment of
value and a loss is recognized at the time of impairment by providing an
impairment allowance. Capitalized costs of producing oil and gas properties are
depleted and depreciated by the units-of-production method based on proved oil
and gas reserves as estimated by an independent petroleum reservoir engineering
firm.

Upon sale or retirement of a proved property, the cost and related accumulated
depletion and depreciation are eliminated from the property accounts, and any
resulting gain or loss is recognized.

COAL AND GRAVEL PROPERTIES

Costs attributable to the acquisition and development of coal and gravel
properties are capitalized, while costs incurred to maintain the properties are
expensed. Undeveloped coal and gravel properties, which are individually
significant, are periodically assessed for impairment of value and a loss is
recognized at the time of impairment by providing an impairment allowance.
Capitalized costs of producing properties are depleted on a property-by-property
basis using the units-of-production method.



                                       33
<PAGE>   39


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


B.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

COAL AND GRAVEL PROPERTIES - CONTINUED

In 1994, the Company recorded an impairment allowance for substantially all the
carrying value of the undeveloped coal properties and related assets. The
Company has also recorded a reserve of approximately $413,000 for estimated
costs associated with the reclamation of the property surrounding and including
the Company's coal mining operations. The amount recorded is based on an outside
engineer's estimate and is included as a long-term liability in the accompanying
balance sheets.

Depreciation on mining and service equipment is calculated using accelerated and
straight-line methods over the estimated useful lives of the assets. Upon sale
or abandonment, the cost of the equipment and related accumulated depreciation
are removed from the accounts and any gains or losses thereon are recognized.

OTHER PROPERTY AND EQUIPMENT

Depreciation on other property and equipment is calculated using accelerated and
straight-line methods over the estimated useful lives of the assets. Upon sale
or abandonment, the cost of the equipment and related accumulated depreciation
are removed from the accounts and any gains or losses thereon are recognized.

REAL ESTATE HELD FOR DEVELOPMENT

Real estate held for development is carried at cost, which is not in excess of
net realizable value. Real estate development and construction costs directly
identifiable with real estate held for development are capitalized.

IMPAIRMENT OF LONG-LIVED ASSETS

The carrying value of property and equipment is periodically evaluated under the
provisions of Statement of Financial Accounting Standard ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." SFAS No. 121 requires long-lived assets and certain
identifiable intangibles to be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. When it is determined that an asset's estimated future net cash
flows will not be sufficient to recover its carrying amount, an impairment loss
must be recorded to reduce the carrying amount to its estimated fair value.

Under SFAS No. 121, the Company evaluates impairment of proved oil and gas
properties on a field-by-field basis. On this basis, certain fields may be
impaired because they are not expected to recover their entire carrying value
from future net cash flows. During the years ended February 28, 2001 and
February 29, 2000, the Company recorded impairment losses of approximately
$314,000 and $193,000, respectively, related to its proved oil and gas
properties. The fair values of the impaired proved oil and gas properties were
determined by using the present value of expected future cash flows. If
estimated future cash flows are not achieved with respect to certain fields,
further write-downs may be required.



                                       34
<PAGE>   40


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


B.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

TRADE ACCOUNTS RECEIVABLE

The Company performs ongoing credit evaluations of its customers' financial
condition and extends credit to virtually all of its customers. Credit losses to
date have not been significant and have been within management's expectations.
In the event of complete non-performance by the Company's customers, the maximum
exposure to the Company is the outstanding accounts receivable balance at the
date of non-performance.

INVESTMENT IN PARTNERSHIPS

The Company uses the equity method of accounting for investments in partnerships
where the Company has the ability to exercise significant influence over such
entities. Investments in partnerships of approximately $131,000 and $194,000 at
February 28, 2001 and February 29, 2000, respectively, are included in other
non-current assets in the accompanying balance sheets. The Company recognized
losses pertaining to its interests in partnerships of approximately $79,000 and
$55,000 for the years ended February 28, 2001 and February 29, 2000,
respectively, which are included in interest income and other, net in the
accompanying statements of operations.

REVENUE RECOGNITION

The Company recognizes revenue as oil and gas are produced based on contracted
or estimated sales prices. Estimated revenue is subject to adjustments based on
final settlement. Such adjustments are reflected in revenue when received.

INCOME TAXES

Deferred income taxes are determined using the liability method in accordance
with SFAS No. 109, "Accounting for Income Taxes". Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. In addition, a valuation allowance is established to reduce any
deferred tax asset for which it is determined that it is more likely than not
that some portion of the deferred tax asset will not be realized.



                                       35
<PAGE>   41


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


B.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

EARNINGS PER COMMON SHARE

Basic earnings per share is calculated by dividing net income (loss) (available
to common shareholders) by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if accounts or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company. For the years and
quarters presented herein, basic and diluted earnings (loss) per share are the
same.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the reporting requirements of SFAS No. 107, "Disclosures
About Fair Value of Financial Instruments," the Company calculates the fair
value of its assets and liabilities which qualify as financial instruments under
this statement and includes this additional information in the notes to the
financial statements when the fair value is different than the carrying value of
those financial instruments. The estimated fair value of cash equivalents,
accounts receivable and accounts payable approximate their carrying amounts due
to the relatively short maturity of their instruments.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts in the financial statements and accompanying
notes. Actual results could differ from these estimates and assumptions.

COMPREHENSIVE INCOME

The Company reports comprehensive income in accordance with the provisions of
SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 established
standards for reporting and presentation of comprehensive income and its
components in a full set of financial statements. Comprehensive income (loss)
consists of net income (loss) and net unrealized gains (losses) on securities
and is presented in the statements of stockholders' equity. SFAS No. 130
requires only additional disclosures in the financial statements; it does not
affect the Company's financial position or results of operations.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted in years beginning after June 15, 2000. SFAS No. 133
permits early adoption as of the beginning of any fiscal quarter after its
issuance. The Company will be required to adopt SFAS No. 133 in the first
quarter of fiscal 2002; however, management has not yet determined what effect
this statement will have on the operations and financial position of the
Company.



                                       36
<PAGE>   42


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


B.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
presentation.


C.   INVESTMENT SECURITIES

The amortized cost and fair values of investment securities available for sale
as of February 28, 2001 and February 29, 2000 are as follows:

<TABLE>
<CAPTION>
                                     GROSS        GROSS
                       AMORTIZED   UNREALIZED   UNREALIZED      FAIR
      2001               COST        GAINS        LOSSES        VALUE
-----------------      ---------   ----------   ----------      --------
<S>                    <C>         <C>          <C>             <C>
Equity securities      $305,000      $  --      $(101,396)      $203,604
                       ========      =====      =========       ========
</TABLE>


<TABLE>
<CAPTION>
                                     GROSS        GROSS
                       AMORTIZED   UNREALIZED   UNREALIZED        FAIR
      2000               COST        GAINS        LOSSES          VALUE
-----------------      ---------   ----------   ----------      --------
<S>                    <C>         <C>          <C>             <C>

Equity securities      $453,603      $  --      $(208,428)      $245,175
                       ========      =====      =========       ========
</TABLE>


D.   INCOME TAXES

The Company's income tax expense (benefit) attributable to income (loss) from
continuing operations consists of the following:

<TABLE>
<CAPTION>

                                          CURRENT        DEFERRED          TOTAL
                                         ---------       ---------       ---------
<S>                                      <C>             <C>             <C>
Year ended February 28, 2001:
     U.S. Federal                        $      --       $ 108,980       $ 108,980
     State and local                        19,558           3,491          23,049
                                         ---------       ---------       ---------

                                         $  19,558       $ 112,471       $ 132,029
                                         =========       =========       =========
</TABLE>


<TABLE>
<CAPTION>

                                          CURRENT        DEFERRED          TOTAL
                                         ---------       ---------       ---------
<S>                                      <C>             <C>             <C>
Year ended February 29, 2000:
     U.S. Federal                        $  (1,037)      $(317,567)      $(318,604)
     State and local                        21,588          (5,099)         16,489
                                         ---------       ---------       ---------

                                         $  20,551       $(322,666)      $(302,115)
                                         =========       =========       =========
</TABLE>



                                       37
<PAGE>   43


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


D.   INCOME TAXES - CONTINUED

Income tax expense (benefit) for the years presented differs from the "expected"
federal income tax benefit for those years, computed by applying the statutory
U.S. Federal corporate tax rate of 34% to pretax income (loss), as a result of
the following:

<TABLE>
<CAPTION>

                                                                  2001               2000
                                                               ----------         ----------
<S>                                                            <C>                <C>
Computed "expected" tax expense (benefit)                      $  125,965         $ (289,085)
State and local income taxes, net of federal income
  tax benefit                                                      15,212             10,883
Other, primarily revision of prior year provision
  estimate                                                         (9,148)           (23,913)
                                                               ----------         ----------

                                                               $  132,029         $ (302,115)
                                                               ==========         ==========
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at February 28, 2001 and
February 29, 2000 are presented below:

<TABLE>
<CAPTION>

                                                                  2001               2000
                                                               ----------         ----------
<S>                                                            <C>                <C>
Deferred tax assets:
   Unrealized loss on investment securities
     available for sale                                        $  194,103         $  283,925
   Alternative minimum tax credit carryforward                     96,039            103,221
   Reserve for reclamation costs                                  152,686            152,686
   Capital losses carryforward                                     28,715                 --
                                                               ----------         ----------
                                                                  471,543            539,832

Deferred tax liabilities:
   Oil and gas properties and other property and
     equipment, principally due to depletion and
     depreciation                                                (405,548)          (306,855)
   Coal properties, principally due to differences
     in depletion                                                 (60,292)           (71,444)
                                                               ----------         ----------
                                                                 (465,840)          (378,299)
                                                               ----------         ----------

Net deferred tax asset                                         $    5,703         $  161,533
                                                               ==========         ==========

Included in the balance sheet as:
  Deferred income taxes, current                               $  194,103         $  283,925
  Deferred income taxes, non-current                             (188,400)          (122,392)
                                                               ----------         ----------
Net deferred tax asset                                         $    5,703         $  161,533
                                                               ==========         ==========
</TABLE>



                                       38
<PAGE>   44


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


D.   INCOME TAXES - CONTINUED

Based on the future reversal of existing taxable temporary differences and
future earnings expectations, management of the Company believes it is more
likely than not that deferred tax assets will be realized or settled, and
accordingly, no valuation allowance has been recorded. The alternative minimum
tax credit carryforward, which has no expiration date, is available to reduce
the Company's future taxable income.


E.   SEGMENT INFORMATION AND MAJOR CUSTOMERS

The following information is presented in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." The
Company is engaged in oil and gas, coal and gravel activities and real estate
development. The Company has identified such segments based on management
responsibility and the nature of the Company's products, services and costs.
There are no major distinctions in geographical areas served as all operations
are in the United States. The Company measures segment profit (loss) as income
(loss) from operations. Total assets are those assets controlled by each
reportable segment. The following table sets forth certain information about
each segment's financial information for the years ended February 28, 2001 and
February 29, 2000:

<TABLE>
<CAPTION>

                                                                  2001                 2000
                                                               -----------         -----------
<S>                                                            <C>                 <C>
Business segment revenue:
   Oil and gas                                                 $ 1,841,727         $ 1,585,002
   Gravel                                                           76,000              78,892
                                                               -----------         -----------

                                                               $ 1,917,727         $ 1,663,894
                                                               ===========         ===========

Business segment profit (loss):
   Oil and gas                                                 $   567,674         $    15,992
   Coal and gravel                                                  10,087            (403,236)
   Real estate development                                         (23,837)            (28,698)
   General corporate                                              (451,419)           (435,275)
                                                               -----------         -----------

Income (loss) from operations                                      102,505            (851,217)

Interest income and other, net                                     250,595             110,671
Gain (loss) on sales of oil and gas properties                      17,384            (109,705)
                                                               -----------         -----------

Income (loss) before income taxes                              $   370,484         $  (850,251)
                                                               ===========         ===========
</TABLE>




                                       39
<PAGE>   45


                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


E.   SEGMENT INFORMATION AND MAJOR CUSTOMERS - CONTINUED

<TABLE>
<CAPTION>

                                                             2001                      2000
                                                       -----------------          ----------------
<S>                                                    <C>                        <C>
Business segment assets:
   Depreciation, depletion and amortization:
     Oil and gas                                          $    307,642              $     549,693
     Coal and gravel                                            15,515                     17,671
     Real estate development                                    14,651                     16,009
     General corporate                                          30,047                     32,374
                                                       -----------------          ----------------

                                                          $    367,855              $     615,747
                                                       =================          ================

   Capital expenditures:
     Oil and gas                                          $    461,799              $     107,256
     Coal and gravel                                                 -                      1,332
     Real estate development                                    51,876                     72,748
     General corporate                                           1,185                     11,327
                                                       -----------------          ----------------

                                                          $    514,860              $     192,663
                                                       =================          ================

   Total assets:
     Oil and gas                                          $  5,411,122               $  5,119,166
     Coal and gravel                                           321,346                    336,861
     Real estate development                                 2,797,323                  2,761,119
     General corporate                                       1,042,200                  1,147,217
                                                       -----------------          ----------------

                                                          $  9,571,991               $  9,364,363
                                                       =================          ================
</TABLE>

Oil sales to a customer, which accounted for more than 10% of the Company's
total oil sales, aggregated approximately $1,133,000 (81%) and $1,038,000 (82%)
in 2001 and 2000, respectively. Gas sales to a customer, which accounted for
more than 10% of the Company's total gas sales, aggregated approximately
$264,000 (73%) and $192,000 (77%) in 2001 and 2000, respectively. The Company
primarily uses one operator on its oil and gas producing properties and lease
operating payments made to this operator approximated $792,000 and $455,000 in
2001 and 2000, respectively.

F.   RELATED PARTY TRANSACTIONS

In the normal course of business, the Company owns interests in various oil and
gas properties in which certain stockholders and affiliates also own interests.

During fiscal year 2000, the Company purchased 75,000 shares of the Company's
common stock from the Estate of the former President at $2.8125 per share, which
approximated the share price paid by the Company to other unaffiliated
stockholders. No such purchases of common stock from related parties occurred
during fiscal year 2001.



                                       40
<PAGE>   46

                              OAKRIDGE ENERGY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



G.   COMMITMENTS AND CONTINGENCIES

The Company is subject to certain claims and litigation arising in the normal
course of business. In the opinion of management, the outcome of such matters
will not have a materially adverse effect on the results of operations or
financial position of the Company.

As of February 28, 2001 and February 29, 2000, the Company has pledged
interest-bearing cash deposits approximating $817,000 to secure letters of
credit in favor of the Colorado Bureau of Land Management for state requirements
regarding land reclamation based on future operations with respect to coal and
gravel properties. These pledged cash deposits are included in other noncurrent
assets in the accompanying balance sheets.


H.   QUARTERLY OPERATING RESULTS (UNAUDITED)

Quarterly results of operations for 2001 and 2000 were as follows:

<TABLE>
<CAPTION>

              2001                                FIRST             SECOND             THIRD            FOURTH              FULL
---------------------------------                QUARTER           QUARTER            QUARTER          QUARTER              YEAR
                                                ----------        ----------        ----------        ----------         ----------
<S>                                             <C>               <C>               <C>               <C>                <C>
Total revenues                                  $  455,851        $  496,953        $  512,882        $  452,041         $1,917,727
Income (loss) from operations                       57,111           116,663           185,251          (256,520)           102,505
Net income (loss)                                  160,272            62,025           152,778          (136,620)           238,455
Basic and diluted earnings (loss)
   per common share                                    .04               .01               .03              (.03)               .05
</TABLE>

During the fourth quarter of fiscal 2001, the Company recorded an adjustment of
approximately $315,000 (before income taxes) to record impairment losses related
to its proved oil and gas properties in accordance with SFAS No. 121.

<TABLE>
<CAPTION>

              2000                                FIRST             SECOND             THIRD            FOURTH              FULL
---------------------------------                QUARTER           QUARTER            QUARTER          QUARTER              YEAR
                                                ----------        ----------        ----------        ----------         ----------
<S>                                             <C>               <C>               <C>               <C>                <C>

Total revenues                                  $  346,459        $  427,000        $  437,350        $  453,085         $1,663,894
Income (loss) from operations                     (171,509)          (35,502)           78,651          (722,857)          (851,217)
Net income (loss)                                  (76,462)            8,176            53,120          (532,970)          (548,136)
Basic and diluted earnings
   (loss) per common share                            (.02)              .00               .01              (.11)              (.12)
                                                ----------        ----------        ----------        ----------         ----------
</TABLE>

During the fourth quarter of fiscal 2000, the Company recorded an adjustment of
approximately $193,000 (before income taxes) to record impairment losses related
to its proved oil and gas properties in accordance with SFAS No. 121. Also
during the fourth quarter of fiscal 2000, the Company recorded an adjustment of
$413,000 (before income taxes) to record reclamation costs associated with the
Company's coal mine.



                                       41
<PAGE>   47


                              OAKRIDGE ENERGY, INC.
                    SUPPLEMENTAL OIL AND GAS DATA (UNAUDITED)


The following tables set forth supplementary disclosures for oil and gas
producing activities in accordance with SFAS No. 69, "Disclosures About Oil and
Gas Producing Activities".

COSTS INCURRED

A summary of costs incurred in oil and gas property acquisition, development,
and exploration activities (both capitalized and charged to expense) for the
years ended February 28, 2001 and February 29, 2000 follows:

<TABLE>
<CAPTION>

                                                  2001            2000
                                                --------        --------
<S>                                             <C>             <C>
Acquisition of unproved properties              $ 20,710        $ 54,820
                                                ========        ========

Development costs                               $314,937        $ 52,436
                                                ========        ========

Exploration costs                               $  3,289        $186,173
                                                ========        ========
</TABLE>

RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES

The following table presents the results of operations for the Company's oil and
gas producing activities for the years ended February 28, 2001 and February 29,
2000:

<TABLE>
<CAPTION>

                                                             2001                2000
                                                          -----------         -----------
<S>                                                       <C>                 <C>
Revenues                                                  $ 1,841,727         $ 1,585,002
Production costs                                             (648,589)           (640,041)
Depletion, depreciation, and valuation
  provisions                                                 (622,175)           (742,796)
Exploration costs                                              (3,289)           (186,173)
                                                          -----------         -----------
                                                              567,674              15,992
Income tax expense                                            193,009               5,437
                                                          -----------         -----------
Results of operations for producing activities
  (excluding corporate overhead and interest
  costs)
                                                          $   374,665         $    10,555
                                                          ===========         ===========
</TABLE>

RESERVE QUANTITY INFORMATION

The following table presents the Company's estimate of its proved oil and gas
reserves all of which are located in the United States. The Company emphasizes
that reserve estimates are inherently imprecise and that estimates of reserves
related to new discoveries are more imprecise than those for producing oil and
gas properties. Accordingly, the estimates are expected to change as future
information becomes available. The estimates have been prepared with the
assistance of an independent petroleum reservoir engineering firm. Oil reserves,
which include condensate and natural gas liquids, are stated in barrels and gas
reserves are stated in thousands of cubic feet.



                                       42
<PAGE>   48


                              OAKRIDGE ENERGY, INC.
              SUPPLEMENTAL OIL AND GAS DATA (UNAUDITED)(CONTINUED)


RESERVE QUANTITY INFORMATION - CONTINUED

<TABLE>
<CAPTION>

                                                              OIL               GAS
                                                            (Bbls.)            (MCF)
                                                          ----------         ----------
<S>                                                       <C>                <C>
PROVED DEVELOPED AND UNDEVELOPED RESERVES:
  Balance at February 28, 1999                               757,619            453,155
     Revisions of previous estimates                          39,368             41,605
     Extensions and discoveries                                7,230              2,002
     Production                                              (61,220)          (110,051)
                                                          ----------         ----------

  Balance at February 29, 2000                               742,997            386,711
     Revisions of previous estimates                          (1,999)           (24,805)
     Extensions and discoveries                                1,792                 --
     Production                                              (47,011)           (79,824)
                                                          ----------         ----------

  Balance at February 28, 2001                               695,799            282,082
                                                          ==========         ==========

PROVED DEVELOPED RESERVES:

  February 28, 1999                                          295,096            453,155
                                                          ==========         ==========

  February 29, 2000                                          295,360            386,711
                                                          ==========         ==========

  February 28, 2001                                          192,227            282,082
                                                          ==========         ==========
</TABLE>

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW
     AND CHANGES THEREIN RELATING TO PROVED OIL AND GAS RESERVES

The following table, which presents a standardized measure of discounted future
cash flows and changes therein relating to proved oil and gas reserves, is
presented pursuant to SFAS No. 69. In computing this data, assumptions other
than those required by the Financial Accounting Standards Board could produce
different results. Accordingly, the data should not be construed as being
representative of the fair market value of the Company's proved oil and gas
reserves.

Future cash inflows were computed by applying existing contract and year-end
prices of oil and gas relating to the Company's proved reserves to the estimated
year-end quantities of those reserves. Future price changes were considered only
to the extent provided by contractual arrangements in existence at year-end.
Future development and production costs were computed by estimating the
expenditures to be incurred in developing and producing the proved oil and gas
reserves at the end of the year, based on year-end costs. Future income tax
expenses were computed by applying the year-end statutory tax rate, with
consideration of future tax rates already legislated, to the future pretax net
cash flows relating to the Company's proved oil and gas reserves. The
standardized measure of discounted future cash flows at



                                       43
<PAGE>   49


                              OAKRIDGE ENERGY, INC.
              SUPPLEMENTAL OIL AND GAS DATA (UNAUDITED)(CONTINUED)


STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW
     AND CHANGES THEREIN RELATING TO PROVED OIL AND GAS RESERVES - CONTINUED

February 28, 2001 and February 29, 2000, which represent the present value of
estimated future cash flows using a discount rate of 10% a year, follows:

<TABLE>
<CAPTION>

                                                                        2001                 2000
                                                                    ------------         ------------
<S>                                                                 <C>                  <C>
Future cash inflows                                                 $ 21,229,558         $ 19,824,157
Future production and development costs                               (5,548,733)          (6,342,850)
Future income tax expenses                                            (2,127,562)          (1,888,345)
                                                                    ------------         ------------

Future net cash flows                                                 13,553,263           11,592,962

10% annual discount for estimated timing of cash flows                (3,627,273)          (3,219,432)
                                                                    ------------         ------------

Standardized measure of discounted future net cash flows            $  9,925,990         $  8,373,530
                                                                    ============         ============

Beginning of year                                                   $  8,373,530         $  1,930,330
  Sales of oil and gas, net of production costs                       (1,193,138)            (944,961)
  Extensions, discoveries, and improved recoveries, less
     related costs                                                       270,994              374,414
  Accretion of discount                                                  837,353              193,033
  Net change in sales and transfer prices, net of
     production costs                                                  2,405,901            5,962,578
  Changes in estimated future development costs                          (24,570)             (24,570)
  Net change in income taxes                                            (742,498)          (2,459,328)
  Changes in production rates (timing and other)                          37,281            2,881,415
  Revisions of previous quantities                                       (38,863)             460,619
                                                                    ------------         ------------

End of year                                                         $  9,925,990         $  8,373,530
                                                                    ============         ============
</TABLE>



                                       44
<PAGE>   50


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

                  The resignation of the firm of KPMG LLP as the Company's
independent public accountants in July 1999, and the selection by the Company in
January 2000 of the firm of Whitley Penn as the independent public accountants
to examine the financial statements of the Company for the fiscal year ended
February 29, 2000 have been previously reported by the Company.

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
             CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
             OF THE EXCHANGE ACT.

The information required by this item is incorporated by reference to the
definitive proxy statement for the Company's Annual Meeting of Stockholders for
the fiscal year ended February 28, 2001 to be filed with the SEC not later than
120 days after the end of such year.

ITEM 10.  EXECUTIVE COMPENSATION.

The information required by this item is incorporated by reference to the
definitive proxy statement for the Company's Annual Meeting of Stockholders for
the fiscal year ended February 28, 2001 to be filed with the SEC not later than
120 days after the end of such year.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT.

The information required by this item is incorporated by reference to the
definitive proxy statement for the Company's Annual Meeting of Stockholders for
the fiscal year ended February 28, 2001 to be filed with the SEC not later than
120 days after the end of such year.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is incorporated by reference to the
definitive proxy statement for the Company's Annual Meeting of Stockholders for
the fiscal year ended February 28, 2001 to be filed with the SEC not later than
120 days after the end of such year.



                                       45
<PAGE>   51


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

   (a)   EXHIBITS

         (3)(ii)     By-Laws of the Company dated May 23, 1975 filed as Exhibit
                     A(4) to Form 10 and incorporated herein by reference.

   (b)   REPORTS ON FORM 8-K - There were no reports on Form 8-K filed by the
         Company during the last quarter of the period covered by this report.





                                       46


<PAGE>   52
                                   SIGNATURES

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


OAKRIDGE ENERGY, INC.



By /s/ Sandra Pautsky
   -------------------------
   Sandra Pautsky, President

DATE: May 25, 2001


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



By /s/ Sandra Pautsky                        By  /s/ Carol J. Cooper
   --------------------------                   ---------------------------
   Sandra Pautsky, President                    Carol J. Cooper, Chief
         (Chief Executive Officer                 Accounting Officer
         and Chief Financial
         Officer) and Director

DATE: May 25, 2001                           DATE: May 25, 2001




By /s/ Danny Croker                          By  /s/ Randy Camp
   --------------------------                   ---------------------------
   Danny Croker, Director                       Randy Camp, Director


DATE: May 25, 2001                           DATE: May 25, 2001




                                       47


<PAGE>   53


                                INDEX TO EXHIBITS

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

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

         (3)(ii)           By-laws - By-Laws of the Registrant dated May 23,
                           1975 filed as Exhibit A(4) to Form 10 and
                           incorporated herein by reference.

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

         (9)      Voting trust agreement - not applicable.

         (10)     Material contracts - not applicable.

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

         (13)     Annual or quarterly reports, Form 10-Q - not applicable.

         (16)     Letter on change in certifying accountant - not applicable.

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

         (21)     Subsidiaries of the registrant - not applicable.

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

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

         (24)     Power of attorney - not applicable.

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