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                     U.S. Securities and Exchange Commission

                             Washington, D. C. 20549

                               FORM 10-KSB/A NO. 1
(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:

                                                   Name of each exchange on
       Title of each class                             which registered
       -------------------                         ------------------------

              None                                          ----

         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


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         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

                                      None


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


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         PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

                  The following table provides certain information pertaining to
the Company's directors and executive officers:

                           BUSINESS EXPERIENCE        YEAR FIRST
                          AND CURRENT POSITIONS         BECAME
  NAME AND AGE                 WITH COMPANY            DIRECTOR
  ------------            ---------------------       ----------

Sandra Pautsky - 59    Chairman of the Board of         1986
                       Directors of the Company
                       since July 9, 1998,
                       President since June 25,
                       1998 and Secretary-Treasurer
                       since May 1992; Executive
                       Vice-President of the Company
                       from May 1992 to June 25,
                       1998

Danny Croker - 52      Vice President and Assistant     1992
                       Secretary - Treasurer of the
                       Company since May 1992 and
                       owner of Exlco, Inc., oil
                       and gas operations

Randy Camp - 48        Partner in the firm of Moore,    1992
                       Camp, Phillips & Company (or
                       its predecessor firms),
                       Certified Public Accountants,
                       Wichita Falls, Texas for more
                       than the past five years

Carol J. Cooper - 54   Certified Public Accountant      N/A
                       and Chief Accounting Officer
                       of the Company since July 9,
                       1998; from December 1997 to
                       July 9, 1998 employed in the
                       Company's accounting
                       department and from August
                       1996 through November 1997
                       served as a contract accountant
                       with Convest Energy, Inc.



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                  Danny Croker is Sandra Pautsky's stepbrother. There are no
other family relationships among any of the directors or executive officers of
the Company. Sandra Pautsky may be considered to be the parent of the Company by
virtue of her beneficial ownership of approximately 69% of the Company's
outstanding common stock and her positions with the Company. See "Item
11.-Security Ownership of Certain Beneficial Owners and Management." Each of the
directors and executive officers holds office from the date of his or her
election for a period of one year or until his or her successor has been
elected. None of the directors or executive officers is involved in any legal
proceedings in which he or she is a party adverse or has a material interest
adverse to the Company. None of the directors or executive officers has been
involved in any legal proceedings which are material to an evaluation of his or
her ability or integrity.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

                  Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's executive officers, directors and persons
who beneficially own more than 10% of the Company's common stock to file with
the Securities and Exchange Commission (the "Commission") initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Company's common stock. The rules promulgated by the Commission under Section
16(a) of the Exchange Act require those persons to furnish the Company with
copies of all reports filed with the Commission pursuant to Section 16(a).

                  Based solely on the Company's review of copies of forms it
received and on written representations from the foregoing persons, the Company
believes that during the fiscal year ended February 28, 2001, all filing
requirements under Section 16(a) of the Exchange Act were met on a timely basis
by such persons.

ITEM 10.  EXECUTIVE COMPENSATION.

                  The following table sets forth information regarding
compensation for services in all capacities to the Company for the three fiscal
years ended February 28, 2001 of the Company's Chief Executive Officer. No
executive officer of the Company received total annual salary and bonus
exceeding $100,000 in any of such years.





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<TABLE>
<CAPTION>
                               ANNUAL COMPENSATION
     NAME AND                -----------------------        ALL OTHER
PRINCIPAL POSITION   YEAR    SALARY            BONUS     COMPENSATION(1)
------------------   ----    ------            -----     ---------------

<S>                  <C>    <C>             <C>          <C>
Sandra Pautsky       2001   $ 85,000        $  7,083        $ 204
President and        2000     85,000           7,083          204
  Chief Executive    1999     85,000           7,083          204
  Officer
</TABLE>



----------

(1)      All other compensation consisted of Company paid life insurance
         premiums.

                  The Company does not have employment agreements with any of
its executive officers, has no material bonus, profit-sharing or stock option
plans or pension or retirement benefits. The Company has a group health
insurance plan which it makes available to all employees of the Company on a
non-discriminatory basis. Pursuant to such plan, $25,000 in life insurance
benefits are provided for all employees of the Company, with the amount of such
benefits provided decreasing as certain age levels are reached.

                  Executive officers of the Company who are also directors do
not receive any fee or remuneration for services as members of the Board of
Directors. Randy Camp, the one director who is not an employee of the Company,
received an annual fee of $3,000 for serving as a director in the fiscal year
ended February 28, 2001.

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

                  The following table shows the beneficial ownership of the
Company's common stock as of June 25, 2001 by: (i) each person known by the
management of the Company to own more than 5% of the Company's outstanding
common stock; (ii) each executive officer and director; and (iii) the executive
officers and directors of the Company as a group.


<TABLE>
<CAPTION>
NAME AND ADDRESS                        AMOUNT                 PERCENT
      OF                             BENEFICIALLY                OF
BENEFICIAL OWNER                        OWNED                   CLASS
----------------                     ------------              -------

<S>                                <C>                        <C>
Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302            3,072,023(1)              68.94%
</TABLE>



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<TABLE>
<CAPTION>
NAME AND ADDRESS                        AMOUNT                 PERCENT
      OF                             BENEFICIALLY                OF
BENEFICIAL OWNER                        OWNED                   CLASS
----------------                     ------------              -------

<S>                                <C>                        <C>

Estate of Noel Pautsky,
  Deceased
4613 Jacksboro Highway
Wichita Falls, Texas 76302              722,791                 16.22

Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302              908,247                 20.38

Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302              700,000                 15.71

Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252                256,700                  5.76

Danny Croker                               --                     --

Randy Camp                                  100                    *

Carol J. Cooper                            --                     --

Executive officers and
directors as a group
(four persons)                        3,072,123(2)              68.95
</TABLE>



----------

*        Represents less than 1% of outstanding common stock.

(1)      Includes: (i) 722,791 shares owned by the Estate of Noel Pautsky,
         Deceased (the "Noel Pautsky Estate"), of which Ms. Pautsky is the
         Independent Executrix; (ii) 700,000 shares owned by the Noel Pautsky
         Trust of which Ms. Pautsky is the Trustee and one of four
         beneficiaries; and (iii) 908,247 shares owned by the Flem Noel Pautsky,
         Jr. Trust, of which Ms. Pautsky is the Trustee. Ms. Pautsky disclaims
         any beneficial ownership of the shares owned by the Noel Pautsky Estate
         and the Noel Pautsky Trust in excess of 90,698 and 175,000 shares,
         respectively. Ms. Pautsky also disclaims any beneficial ownership of
         the shares owned by the Flem Noel Pautsky, Jr. Trust.

(2)      Includes all shares beneficially owned by Sandra Pautsky, Danny Croker,
         Randy Camp and Carol J. Cooper.




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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  Sandra Pautsky is an executive officer, director and
beneficial owner of in excess of 5% of the Company's outstanding common stock.
In addition, the Noel Pautsky Estate, the Flem Noel Pautsky, Jr. Trust and the
Noel Pautsky Trust are the beneficial owners of in excess of 5% of the Company's
outstanding common stock.

                  Ms. Pautsky, the Noel Pautsky Estate, the Flem Noel Pautsky,
Jr. Trust and the Noel Pautsky Trust each own undivided working interests in
certain of the oil and gas leases in the North Texas area in which the Company
also owns an undivided working interest and of which the Company serves as the
operator. The Noel Pautsky Estate also owns an undivided working interest in the
oil and gas leases in Miller County, Arkansas in which the Company owns an
undivided working interest. In accordance with standard operating procedures,
the Company submits joint interest billings to such related parties and the
other unaffiliated working interest owners in the properties which the Company
operates on a monthly basis for their respective pro-rata shares of the costs
incurred on the properties and the Company's fee for serving as operator for the
preceding month. In addition, Exlco, Inc. ("Exlco"), 100% of whose outstanding
stock is owned by Danny Croker, an executive officer and director, is allocated
and bears a portion of the Company's office rent and supplies and bills the
Company periodically for costs incurred on the Company's behalf, which billings
are offset against the Company's billings to Exlco.

                  At February 28, 1999, Ms. Pautsky, the Noel Pautsky Estate,
the Flem Noel Pautsky, Jr. Trust, the Noel Pautsky Trust and Exlco had accounts
payable to the Company, representing their then unpaid joint interest and other
billings, aggregating $25,635. During the two fiscal years ended February 28,
2001, the Company submitted monthly joint interest and other billings to such
five parties totaling $41,965, and such parties paid the Company an aggregate of
$43,734 with respect to such joint interest and other billings, leaving a
balance of $23,866 owed by the five parties to the Company at February 28, 2001.
In addition, during fiscal 2000 and 2001 the Company as operator paid Ms.
Pautsky, the Noel Pautsky Trust and the Flem Noel Pautsky, Jr. Trust a total of
$949 in revenues from working and royalty interests owned by them in certain of
the Company's gas leases in North Texas and with respect to their interests in
lease equipment transferred into the Company's inventory after




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abandonment by the Company of jointly owned leases in the North Texas area and,
at February 28, 2001, owed them an additional $23,403 for such matters. The
Company is following the same operating procedures outlined above in the fiscal
year ending February 28, 2002.

                  On November 15, 1999, the Company purchased 75,000 shares of
its common stock from the Noel Pautsky Estate at a price of $2.8125 per share.
The price paid by the Company to the Noel Pautsky Estate approximated the prices
paid by the Company to unaffiliated shareholders for their common shares at the
times of purchases.

                          [REMAINDER OF PAGE LEFT BLANK
                                 INTENTIONALLY]





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                                   SIGNATURES

                  In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this Amendment No. 1 to report to be signed on its behalf
by the undersigned, thereunto duly authorized.


OAKRIDGE ENERGY, INC.



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

DATE: June 28, 2001


                  In accordance with the Exchange Act, this Amendment No. 1 to
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: June 28, 2001                    DATE: June 28, 2001



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


DATE: June 28, 2001                    DATE: June 28, 2001




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