UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                               FORM 10-K/A

                               (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

                                   OR

         [   ] 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 0-7919

                           WYOMING OIL & MINERALS, INC.
         (Exact name of registrant as specified in its charter)

          Wyoming                                 83-0217330
State or other jurisdiction of incorporation I.R.S. Employer Identification
or organization                               Number
                            330 South Center
                               Suite 419
                          Casper, Wyoming 82601
               (Address of principal executive offices)

 Registrant's telephone number including area code:  (307) 234-9638

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

 Securities Registered Pursuant to Section 12(g) of the Act:

                         COMMON STOCK

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

        Yes   X        No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [    ]

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant (394,369 shares).
The aggregate market value shall be computed by reference to the price
at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
As of November 18, 2001 (based on $1.25 bid, $1.65 asked) - $571,823.

Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date.  November 18, 2001
- 890,716 shares.

DOCUMENTS INCORPORATED BY REFERENCE:    None


Item 1.   Business

Wyoming Oil & Minerals, Inc. (the Company), a Wyoming corporation, was
incorporated on February 23, 1973 as Wyoming Coal Corporation.  It was
organized primarily to hold and develop state and fee coal leases and
secondarily to acquire oil and gas properties and explore for, develop
and produce oil and gas.  As the Company evolved, its emphasis shifted
from holding and developing coal leases to acquiring oil and gas leases
and production. Some of the Company's coal leases have been explored and
found not to contain coal deposits in commercial quantities and been dropped.
As of the date of this report, the Company's coal properties have all been
sold or dropped. Since oil and gas sales are now the Company's primary revenue
source, its name was changed to Wyoming Oil & Minerals, Inc. as approved at
a shareholders meeting held August 10, 1981 to more accurately reflect the
Company's business.

Generally, the economic success of the Company depends on its ability to locate
and purchase oil and gas properties or purchase or lease valuable oil and gas
prospects or mineral deposits. The Company must further operate, sell or
lease these deposits or prospects to others at a profit or develop the
properties itself or in conjunction with others.

In pursuing these goals, the Company encounters competition from major
oil and mining companies and other independent operators attempting to
acquire prospective oil and gas leases, coal leases, production and other
mineral interests.  These sources of competition are both large and small
energy oriented companies operating in the states in which the Company does
business or may do business in the future.  Some of these competitors are major
oil and gas and coal companies with substantial reserves and earnings records.
Others are small independents with varying degrees of stability. Some not only
produce oil and gas, but refine and market petroleum products. Some produce
and market coal.  The Company may be in a position of competitive disadvantage
with many of these companies in that they have greater sources of capital,
technical and management personnel, research facilities and sources of
information.
                                           2

Compliance with statutory requirements respecting environmental quality may
necessitate significant capital outlays which may materially effect the earning
power of the Company or may cause material changes in the Company's proposed
business.  In the past fiscal year, the Company expended less than $1,000 to
comply with environmental regulation.  It does not contemplate spending
significant funds incidental to its operation in the present fiscal year
to comply with environmental regulations.

The Company markets its properties or interests in its properties to others who
will develop them while the Company retains an economic interest.  The Company
also drills exploratory oil and gas wells by itself and in joint venture with
others. Additional funds are often needed to engage in these activities and the
Company from time to time finance all or some of its interests in these projects
by having other persons or entities bear the cost of drilling and/or completion
of wells in exchange for an interest in the particular well or prospect.

The business of the Company is seasonal only to the extent that weather
conditions, particularly snow and cold in the winter, impede the ability of
the Company or others who may be developing properties in which the Company
has an interest to conduct exploratory activities, drilling production or
mining operations.

The Company has only one employee, its President, Jack C. Bradley, Jr., who
receives $4000 monthly and reimbursement of his actual and necessary expenses.

The Company is operating in one industry segment, the exploration, production
and sale of oil and gas.  All revenues, assets and liabilities are in the United
States.  See Financial Statements.

Item 2.   Properties

The Company rents office space in the Goodstein Building in Casper, Wyoming at
$400 per month.

Oil and Gas Properties.  For the following discussion, gross well or acre is
a well or acre in which an interest is owned.  The number of gross wells is the
total number of wells in which an interest is owned.

A net well or acre is deemed to exist when the sum of fractional ownership
interest in gross wells or acres equals one.  The number of net wells or acres
is the sum of the fractional ownership interests owned in gross wells or acres
expressed as whole numbers and fractions thereof.

A summary of the Company's oil and gas properties as of February 28, 2001 all
located in the state of Wyoming is as follows:

                                        Gross Acres         Net Acres

     Undeveloped proved and
      unproved acres:
     Leasehold interest:
      Oil and gas                        13,700                3,576

     Developed proved acres:
      Leasehold interest:
         Primarily oil                    7,519                3,779
         Primarily gas                    1,440                  240

     No properties are held in fee.  All properties are held by leaseholds.

As of February 28, 2001, the Company owns the following productive wells:

                               Oil                           Gas
                         Gross          Net          Gross          Net

Working Interest           58        35.1469            2            1
Royalty                    36          .1046            0            0

     Oil and Gas Production.

From its drilling efforts and from production purchased from others, the
Company's net yearly production of crude oil and gas has been as follows:

     Year Ended
     the last day
     of February              Crude Oil in Barrels               Gas in MCF

       1999                        10,230                            3,335
       2000                        13,561                            3,736
       2001                        13,246                              700

The average sales price (including transfers) per unit oil and gas produced
for the years ended the last day of February is as follows:

                                 2001             2000              1999

     Oil -- Barrels             $26.73           $19.90            $12.78
     Gas -- MCF                 $ 2.72           $ 2.01            $ 1.37

     The average production (lifting) cost per unit of production is as follows:

                                 2001             2000              1999

     Oil -- Barrels             $23.26           $10.13            $15.02
     Gas -- MCF                 $ 1.25           $ 1.25            $ 1.25
                                           4
                           Net Exploratory Wells
Fiscal Year
  Drilled           Producers           Dry Holes           Total Wells

   1999                 0                   0                     0
   2000                1/2                  0                    1/2
   2001               .1667*                0                  .1667*

                           Net Development Wells
Fiscal Year
  Drilled           Producers           Dry Holes           Total Wells

   1999                  0                   0                     0
   2000                  0                   0                     0
   2001               1.166*                 0                   1.166*
*Shut In

 Reserves. The following are reserve estimates as of last day of February:

Proved Oil and Gas Reserves             Oil (bbls)          Gas (mcf)

          1999                           117,443              77,549
          2000                           187,457              73,884
          2001                           191,484              73,339

Proved Developed Oil and Gas Reserves

          1999                           117,443              77,549
          2000                           187,457              73,884
          2001                           191,484              73,339

The reserve estimates for all properties were computed both by management
and by independent petroleum engineers for areas in which the Company has
interest in certain wells. No reserve figures have been filed with or
reported to any other regulatory authorities or agencies.

Oil and Gas Operations.  The Company follows the successful efforts method
of accounting for oil and gas exploration and development activities.
Under this method of accounting lease acquisition costs, intangible drilling
costs and other costs associated with exploration efforts which result in the
discovery of proved reserves are capitalized.  Costs of well equipment,
development drilling, support facilities, major betterments and renewals and
other development costs are capitalized.  Capitalized costs are amortized
using the units of production method. For leasehold costs, the basis is total
estimated units and proved developed reserves both of which are estimated by
independent engineers and management of the Company.  The amortized amounts
are charged to depreciation and depletion expense.  The recoverability of
capitalized costs related to proved and unproved acreage is reviewed
periodically.  Any impairment discovered is charged to expenses.
                                     5

Costs of drilling exploratory wells which do not result in the discovery of
proved reserves are charged to expense.  Production costs, geological and
geophysical costs, and maintenance and repairs are charged to expense.


Item 3.   Legal Proceedings.

     None

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

     None































                                   6

                                  PART II

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters.

                                                      Bid Prices
                                                  High           Low

March 1, 1999 through February 29, 2000           3-1/2           1

March 1, 2000 through May 31, 2000                5-1/4         3-1/2

June 1, 2000 through August 31, 2000                6             2

September 1, 2000 through November 30, 2000         6           2-3/8

December 1, 2000 through February 28, 2001        2-3/8         1-1/4

The source for the over-the-counter quotations is the National Discount
Brokers.  Such quotations reflect inter-dealer prices without retail
mark-up, mark-down, or commission and may not necessarily represent
actual transactions.

There were approximately 1580 holders of record of the Company's common
stock as of November 18, 2001.

No dividends have been declared or paid in the Company's history.
Wyoming law generally provides that dividends may be declared and paid
only out of the unreserved and unrestricted earned surplus of the
corporation, except when the Articles of Incorporation of a corporation
engaged in the business of exploiting natural resources so provide,
dividends may be declared and paid out of depletion reserves.

Wyoming Oil & Minerals, Inc. has no unreserved and unrestricted earned
surplus and its Articles of Incorporation do not provide that dividends
may be paid from depletion reserves.





                                   7

Item 6.   Selected Financial Data
                                 Year Ended February 28/29
                       2001      2000      1999     1998       1997
Revenues:
Operating revenues from
oil and gas sales    $357,031  $353,233  $131,682  $306,807  $357,765

Other operating
revenues                7,200     7,36     14,455    19,566    22,039

Earnings (loss) from
continuing operations before
extraordinary items  (498,110)  108,493   (98,665)   18,197   ( 9,698)

Extraordinary items     --         --        --        --        --

Net earnings (loss) from
continuing operations(498,110)  108,493   (98,665)   18,197   ( 9,698)
Earnings (loss) per share
from continuing operations(.75)     .49      (.57)      .11      (.06)

Cash dividends per
common share            --          --        --        --        --

At year end:

Total assets        1,585,357   923,952   325,199   342,140    242,330
Long-term obligations 548,86    642,60     85,556    86,693     50,000

Item 7.   Management's Discussion and Analysis of
          Financial Conditions and Results of Operation.

REVIEW OF 2001 RESULTS

Financial Position

During the Company's fiscal year 2001, cash decreased $55,159.  Although
cash provided by operations was $18,121, accounts payable increased
$691,610 of which $229,839 was for operations and $461,771 was for additions
to properties.  Cash paid for additions to properties was $355,901.  Cash
used for principal payments on debt was $57,712.  Cash of $327,000 was
provided from the sale of common stock of which $187,000 was from exercise
of stock options. At February 28, 2001, current liabilities exceeds current
assets by $771,633 which could indicate a substantial doubt about the
Company's ability to continue as a going concern for a reasonable period of
time.

                                    8
However, management is considering whether to sell its interests in the Carbon
County, Wyoming and Moffat County, Colorado properties (the Skyline Project)
or obtain additional financing by the sale of stock through private placement
or registered offering.  The amount due to Phillips Petroleum on the project
was $486,916 on February 28, 2001.

Results of Operations

The Company's oil and gas revenue increased slightly for the year ($3,798)
as production and prices remained about the same during the year.

Production and operating expenses increased $277,445 from fiscal 2000 to
fiscal 2001.  Most of the increase was due to unexpected mechanical and
production problems on three of the Company's better producing wells which
required costly workovers.

Depreciation and depletion increased $34,216 from fiscal 2000 to fiscal
2001 due to significant wells purchased in the fourth quarter of fiscal
year 2000 being depleted for a full year in fiscal 2001 and an increase
in amortization of financing of $5,133.

General and administrative expenses increased $250,062 from fiscal 2000 to
fiscal 2001.  This increase was due mainly to an increase in salary costs
of $36,000, a contract for $19,333 for a consultant to market some of the
Company's oil and gas properties, and an increase of $14,547 in accounting
and legal fees.  Consulting fees and directors fees of $160,463 was incurred
which was paid by issuance of 50,000 shares of common stock.

Interest expense increased $61,532 from fiscal 2000 to fiscal 2001 due to
payments made for the full year in fiscal 2001 on debt incurred in February
2000.


REVIEW OF 2000 RESULTS

Financial Position

During the Company's fiscal year 2000, cash increased $51,028.  This
increase resulted from the net effect of cash used in operations in the
amount of $53,327, cash provided by a bank loan in the amount of $750,000;
debt paid in the amount of $150,750; cash paid for acquisition of proved
properties in the amount of $440,620; cash paid for the acquisition of
unproved properties in the amount of $90,880; and cash in the amount of
$74,000 provided from the sale of common stock.  The Company has financed
property acquisitions in the past with debt and willcontinue to repay such
borrowing with the revenues from those properties.

The Company also paid $7,000 for a loan fee to American National Bank
and $18,062 for reorganization costs.


                                     9
Results of Operations

The Company's oil and gas revenues increased from $131,682 in fiscal 1999
to $353,233 in fiscal 2000. The increase of $221,551 was due to an increase
in the average price per barrel during the year of $7.12 per barrel and an
increase in production of 3,331 barrels.  Production increased on wells
owned during fiscal 1999 and increased due to the purchase of additional
producing leases during fiscal 2000.

Production and operating expenses decreased $17,023 from fiscal 1999 to
fiscal 2000 mainly due to a decrease in workover costs on the Wade Hill
Unit in excess of additional operating costs of the additional producing
leases purchased during fiscal 2000.  New exploration costs were incurred
in fiscal 2000 of $18,566.

Depreciation and depletion decreased $3,968 from fiscal 1999 to fiscal
2000 due to a change in the remaining life of the Wade Hill Unit which
decreased the rate of depletion.

General and administrative expenses did not change significantly between
fiscal years.

Interest expense increased $12,053 from fiscal 1999 to fiscal 2000 due
to new debt incurred during fiscal 2000 and a greater number of monthly
interest payments paid on bank debt incurred in fiscal 1999.

Management anticipates sufficient cash flow during 2001 to support
present operations. Management also anticipates negotiation and purchase
of additional productive properties, increased gas drilling activity,
and the rework of new and existing wells.

REVIEW OF 1999 RESULTS

Financial Position

During the Company's fiscal year 1999, net cash increased by $4,518.
Of this increase, $50,000 was from a bank loan, $1,247 went toward
principal payments on debt and 44,227 was used in operations.  The
Company's emphasis regarding property additions continues to be toward
acquiring existing production rather than from drilling new wells.
No new drilling was done by the Company in fiscal 1999.  Short term
notes payable increased by $49,992 which was discussed above and used
in operations.  The Company has financed property acquisitions in the
past with debt and will continue to repay such borrowings with the
revenues from those properties.

Results of Operations

The Company's oil and gas revenues decreased from $306,807 in fiscal
1998 to $131,682 in fiscal 1999 mainly due to a decrease in oil prices
and decreased production.  Present production has the effect of
decreasing Wyoming Oil & Minerals reserves.  Crude oil sales decreased
significantly due to the very low oil prices causing some wells to be
shut in as they became uneconomical.
                                      10


During fiscal 1999, the amount reserved for the depletion of reserves
and the depreciation of equipment was $11,605.  Loss on operations for
the year was $98,665 due to the cost of working over some wells and the
reasons stated above.

Production and operating revenues decreased approximately 21% as a
percentage from fiscal 1998 compared to fiscal 1999 due to the
President's reducing his salary by one half for most of the year.
Since fiscal 1985, the Company has resolved to avoid those activities
that required additional outside professional services and to limit
operations to the management of existing properties and the acquisition
of additional properties within the Company's ordinary course of
business.

Interest expense increased over the prior year due to the additional
bank financing discussed above.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     Not applicable.

Item 8.   Financial Statements and Supplementary Data.

For the financial statements and supplementary data required by Item 8,
see Financial Statements, Unaudited Supplemental Financial Information
and Schedules.

Item 9.   Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.

     Not applicable















                                       11



                                  PART III

Item 10.  Directors and Executive Officers
          of the Registrant.

The following are the present directors and executive officers of the
Company.  The Board does not have any audit, compensation, nomination,
or other committees.

Jack C. Bradley Jr., age 59, has been president and director of the
Company since February 23, 1973.  Mr. Bradley has also been the president,
a director, and the majority shareholder of Manx Oil Corporation based
in Casper, Wyoming, since 1969; and secretary, director and shareholder
of Econoservice, Inc., based in Casper, Wyoming, since 1986.  Both of
those entities are engaged in the oil and gas exploration or production
business. Since 1970, Mr. Bradley has also been the owner of Zephyr
Exploration, a sole proprietorship engaged in the oil and gas exploration
and production business and real estate investments.

Michael D. Herman, age 43, is a self-employed business consultant and has
been Chairman, CEO, Treasurer and Secretary of the Company since
February, 2000.  He was the Chairman and chief executive officer of
TeleMatrix, Inc., a Colorado-based telecommunications equipment provider
to the hospitality and commercial markets, from 1991 to September 1999,
when the company was sold to Meditrust Corporation (NYSE - MT).
Mr. Herman has been involved actively as an investor and principal in
the oil and gas business since 1985.  Since 1997, he has been the sole
shareholder and President of Lincoln 77, Inc., which is active in the
acquisition and development of oil and gas leaseholds in eastern Kansas.
In addition to producing oil, Lincoln 77 provides contract services to
outside operators in the area of drilling, workover and the cementing and
acidizing of new and existing wells.  Mr. Herman is a shareholder of
Colorado-based Skyline Resources, Inc., which is actively acquiring
acreage and developing both oil and coalbed methane gas in western
Wyoming. Mr. Herman continues to be active in the telecommunications
equipment business through his involvement with American TeleSwitch
Corporation.

Gerard Laheney, age 63, a director of the Company since February, 2000,
has been President of Aegis Investment Management Company, an investment
advisory firm specializing in global investment portfolio management,
since August 1993.  From July 1995 to July 1996, Mr. Laheney was a
consultant for Portfolio Resources Group, overseeing global equities, fixed
income and foreign exchange investments.  Mr. Laheney has been a director
of Craig Corporation (NYSE - CRG) since 1990 and served as a director of
Reading Company (NASD - RDGE) between November 1993 and June 1996.

Frederick L. Joutz, age 47, a director of the Company since February,
2000, has been a professor at the Department of Economics at The George
Washington University in Washington, D.C. since 1985, and has been an
Associate Professor there since 1991.  He teaches graduate, undergraduate,
and MBA level courses in Econometrics, Forecasting Macroeconomics, Money
and Banking, and Energy Economics.  He has also served as a consultant
and technical expert to several government agencies, including the
Department of Energy and the Department of Agriculture, as well as to
various private corporations. He has been published extensively in
several academic journals, including American Economic Review, Journal
of Business and Economic Statistics, Journal of Policy Modeling, Journal
of Macroeconomics and Energy Economics.  He is also an Associate Editor
of The International Journal of Forecasting.  Mr. Joutz earned his
Bachelor's degree at the University of Maryland, his Master's degree
at the University of British Columbia in Vancouver, British Columbia,
Canada; and a Ph.D. in Economics at the University of Washington.
                                     12

Ray Mason, age 53, a director of the Company since February, 2000, has
been a Spanish language teacher at Boyd Anderson High School in Lauderdale
Lakes, Florida, since 1989.  He took a leave of absence from teaching to
work as a certified financial planner with American and International
Financial Group in Ft. Lauderdale, Florida from 1995 to 1997.  He also
served as Territorial Manager for Life Alert Medical Systems, a provider
and installer of medical alert systems, from 1997 to 1999.  Mr. Mason
earned his B.A. degree at Queens College in Flushing, New York; his
Master's degree in Adelphi University in Garden City, New York; and his
Professional Diploma in Business Administration and Management at C.W.
Post College in Brookfield, New York.

Mr. Herman and Mr. Joutz are cousins.  There are no other family
relationships between any of the officers and directors of the Company.
The term of the officers expires at the annual directors' meeting.

     Section 16(a) Beneficial Ownership Reporting Compliance

During fiscal year 2001, Mr. Bradley filed one late report, Form 4,
thus failing to report one transaction on a timely basis; Mr. Herman
filed two late Forms 4, thus failing to report ten transactions on a
timely basis; and Mr Mason filed two late Forms 4, thus failing to
report four transactions on a timely basis.

Item 11.  Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation
received during each of the Company's last three completed fiscal
years by each of the named executive officers.  No employee of the
Company received a total salary and bonus exceeding $100,000 during
any of the last three fiscal years.

                   Annual Compensation        Long-Term Compensation
                                                          Securities
Name and             Fiscal Year     Salary     Bonus     Underlying
Principal Position   Ended           ($)        ($)       Options (#)

Michael D. Herman,   2001             -0-        -0-      400,000
Chief Executive      2000             -0-        -0-      600,000
Officer              1999             -0-        -0-      -0-
                                     13
Option Grants Table

The following table sets forth information concerning individual
grants of stock options made during the fiscal year ended February 28,
2001 to the Company's Chief Executive Officer.  See "Stock Option Plans".

         Option Grants For Fiscal Year Ended February 28, 2001

                   Number of     % of Total
                   Securities    Options
                   Underlying    Granted         Exercise
                   Options       to Employees in or Base      Expiration
Name               Granted (#)   Fiscal Year     Price ($/Sh) Date

Michael D. Herman,  50,000        12.5%            $1.00      07/20/2002
Chief Executive    350,000        87.5%            $1.00      07/20/2003
Officer

Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table sets forth information concerning each exercise of
stock options during the fiscal year ended February 28, 2001 by the
Company's Chief Executive Officer, and the fiscal year end value of
unexercised options held by the Chief Executive Officer.

                            Aggregated Option Exercises
                      For Fiscal Year Ended February 28, 2001
                            And Year-End Option Values


                                                      Value of
                                       Number of      Unexercised
                                       Unexercised    In-The-Money
                                       Options at     Options at
                                       Fiscal Year-   Fiscal Year-
                 Shares                End (#) (3)    End ($) (4)
                 Acquired on Value
                 Exercise    Realized  Exercisable/   Exercisable/
Name             (#)(1)      ($)(2)    Unexercisable  Unexercisable

Michael D. Herman 177,000     $312,500  498,000/0      $747,000/0
Chief Executive
Officer




                                         14

(1)  The number of shares received upon exercise of options during the
fiscal year ended February 28, 2001.

(2)  With respect to options exercised during the Company's fiscal year
ended February 28, 2001, the dollar value of the difference between the
option exercise price and the market value of the option shares purchased
on the date of the exercise of the options.  Mr. Herman was allowed a
"cashless exercise" by the Board as a portion of consideration paid by the
Company for oil and gas rights owned by Mr. Herman.

(3)  The total number of unexercised options held as of February 28, 2001
separately identifying those options that were exercisable and those options
that were not exercisable.

(4)  For all unexercised options held as of February 28, 2001, the aggregate
dollar value of the excess of the market value of the stock underlying those
options over the exercise price of those unexercised options, based on the
bid price of the Company's Common Stock on February 28, 2001.  The closing
bid price for the Company's Common Stock on February 28, 2001 was $1.50
per share.

Compensation of Outside Directors

Directors of the Company who are not also employees of the Company ("Outside
Directors")were paid for meetings of the Board of Directors that they
attended by issuance of shares of common stock of the Company from the Company
"Employee Benefit Plan" as follows:

                                          Number of          Fair
                                           Shares            Value
                    Gerard Laheney          7,000           $13,125
                    Frederick Joutz         7,000            30,844
                    Ray Mason               7,000            16,838


Item 12.  Security Ownership of Certain
          Beneficial Owners and Management.

The following table shows the Common Stock ownership for each director,
named executive officer, 5% shareholder, and all directors and executive
officers as a group:

                                     Amount and Nature
                                     of Beneficial        Percent of
Director                             Ownership              Class

Michael D. Herman                    973,000 (1)            68.1%
Chairman, CEO, Treasurer, Secretary
1565 Old Stage Road
Colorado Springs, CO 80906

Jack C. Bradley, Jr.                  61,355 (2)             4.3%
President, Director
330 S. Center, Suite 419
Casper, WY  82601

Gerard P. Laheney                      5,000                  .3%
Director
330 S. Center, Suite 419
Casper, WY 82601

Frederick Joutz                        7,000                  .5%
Director
330 S. Center, Suite 419
Casper, WY 82601

Ray Mason                                  0                   -
Director
330 S. Center, Suite 419
Casper, WY 82601

All directors and
officers as a group                 1,046,355                73.2%

(1) Includes options held by Mr. Herman to purchase 198,000 shares for
$1.00 per share that expire July 20, 2003 and 300,000 shares for $2.00
per share that expire February 2, 2003 and 475,000 shares of Common Stock
directly owned.

(2) Of this total, 20,855 shares are owned of record by Jack C. Bradley,
Jr., and 500 are owned by Manx Oil Corporation, of which Bradley is the
president, a director, and owner of a majority of its outstanding common
shares.  Mr. Bradley also holds options to purchase 15,000 shares for
$1.00 per share that expire July 20, 2003 and options to purchase 25,000
shares for $1.00 per share that expire June 21, 2010.


Item 13.  Certain Relationships and Related Transactions.

     See Footnote 11 to the financial statements.














                                     16
                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
               Form 8-K.

(a)  Documents filed as a part of this Annual Report on Form 10-K:

     1.  Financial Statements.

     The following documents are filed as part of this Annual Report
     on Form 10-K:

     Report of Independent Accountants;

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

     Statements of Operations and Comprehensive Income for the years
        ended February 28, 2001;  February 29, 2000;
        and February 28, 1999

     Statements of Stockholders' Equity for the years ended
        February 28, 2001; February 29,2000;
        and February 28, 1999

     Statements of Cash Flows for the years ended February 28, 2001;
        February 29, 2000; and
        February 28, 1999; and

          Notes to Financial Statements

     2.  Financial Statement Schedules.

None of the schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are required under the related instructions, and therefore such
schedules are inapplicable and have been omitted.

     3.  Exhibits.

     None


(b)       Reports on Form 8-K:

     None





                                  17

                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.

                                 WYOMING OIL & MINERALS, INC.
                                 A Wyoming Corporation

                                 By:   /s/ Jack C. Bradley, Jr.
                                 Jack C. Bradley, Jr., President


DATED: December 20, 2001


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf
of the Registrant and in the capacities and on the dates indicated.


                                 /s/ Jack C. Bradley, Jr.
                                 Jack C. Bradley, Jr., Director



DATED: December 20, 2001


                                 /s/ Michael D. Herman
                                 Michael D. Herman
                                 Director, Principal Executive Officer,
                                 Principal Financial Officer and
                                 Principal Accounting Officer

DATED: December 20, 2001



                                 /s/ Gerard P. Laheney
                                 Gerard P. Laheney
                                 Director



DATED: December 20, 2001










                     WYOMING OIL AND MINERALS, INC.

                             CASPER, WYOMING

                          FINANCIAL STATEMENTS

                         AS OF FEBRUARY 28, 2001,

               FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

                      INDEPENDENT AUDITOR'S REPORT









Board of Directors and Shareholders
Wyoming Oil and Minerals, Inc.
Casper, Wyoming

I have audited the accompanying balance sheets of Wyoming Oil and
Minerals, Inc., as of February 28, 2001 and February 29, 2000 and
the related statements of operations and comprehensive income (loss),
changes in stockholders' equity and cash flows for the years ended
February 28, 2001, February 29, 2000 and February 28, 1999.  These
financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements
based on my audits.

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

As more fully described in Note 17, subsequent to the issuance of the
Company's 2001 financial statements and my report thereon dated June
4, 2001, I became aware that the financial statements and my report
were prepared without the recording of the issuance of 50,000 shares
of common stock from the Company's Employee Benefit Plan for consulting
and directors fees and the granting of stock options of 25,000 shares
of common stock to the President of the Company from the same Plan.
Accordingly, the 2001 financial statements have been restated.  In my
original report, I expressed an unqualified opinion on 2001, 2000
and 1999 financial statements, and my opinion on the revised
statements, as expressed herein, remains unqualified.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Wyoming
Oil and Minerals, Inc. as of February 28, 2001 and February 29, 2000,
and the results of its operations and changes in its stockholders'
equity and its cash flow for the years ended February 28, 2001,
February 29, 2000 and February 28, 1999, in conformity with accounting
principles generally accepted in the United States of America.



MAURICE M. MORTON
Certified Public Accountant


Casper, Wyoming
June 4, 2001, except as to the third paragraph above and Notes
              17, 8 and 9 which are as of December 19, 2001.

                      WYOMING OIL AND MINERALS, INC.

                              Balance Sheets

                                   ASSETS

                                                 February 28, February 29,
                                                    2001          2000

Current assets:
    Cash                                         $   3,841    $  59,000
    Accounts receivable                              8,622       34,422
    Accounts receivable - related parties           11,522       46,624
    Marketable equity securities - (Note 3)         32,842       14,536

    Inventory of oil in tanks   at lower of cost
         (specific identification) or market        86,027       91,100
    Note receivable   related parties (Note 4)        -          13,333
    Income taxes receivable                          1,996         -
    Interest receivable                               -             216

      Total current assets                         144,850      259,231

Property and equipment, at cost under the
  successful efforts method of accounting
   (Note 5):
           Proved oil and gas properties         1,543,307      725,103
           Unproved oil and gas properties          90,348       90,880
            Pipeline and drilling equipment            570          570
           Office furniture and equipment            7,117        7,117
                                                 1,641,342      823,670

 Less accumulated depletion and depreciation      (241,215)    (204,495)
                                                 1,400,127      619,175
Other assets:
    Accounts receivable - non current               28,186       26,352
    Financing fees, net of accumulated
         amortization of $8,867 in 2001 and
         $1,867 in 2000.                             2,133       19,133
Other assets                                            61           61
                                                    40,380       45,546

                                               $ 1,585,357   $  923,952
                                                            (continued)

        See accompanying notes to financial statements.
                              F-2

                WYOMING OIL AND MINERALS, INC.

                       Balance Sheets
                        (Continued)

             Liabilities and Stockholders' Equity

                                            February 28,   February 29,
                                                2001           2000

Current liabilities:
  Notes payable (Note 6):
    Related parties                         $     3,750    $     3,750
  Accounts payable                              589,046         57,804
  Accounts payable - related parties            200,080         39,712
  Accrued expenses                               30,182          3,698
  Income taxes payable                             -             6,636
  Current portion of long-term debt (Note 7)     93,425         57,370

       Total current liabilities                916,483        168,970

Long-term debt (Note 7)                         548,863        642,630

Stockholders' equity (Note 8 and 9):
  Common stock, $.01 par value:
     Authorized - 25,000,000 shares
      issued   890,716 shares in 2001
      and 553,716 shares in 2000                  8,907          5,465
   Preferred stock, no par value,
      authorized   2,000,000
      issued - none                                -              -
   Additional paid - in capital               2,037,542      1,553,521
Accumulated deficit                          (1,953,430)    (1,455,320)
Unrealized gains  on securities available
       for sale net of applicable deferred
       income taxes                              26,992          8,686
                                                120,011        112,352

                                            $ 1,585,357    $   923,952


                 See accompanying notes to financial statements.

                                       F-3


                       WYOMING OIL AND MINERALS, INC.

       Statements of Operations and Comprehensive Income (Loss)

                                  February 28,February 29,February 28,
                                     2001         2000        1999
Operating revenues:
   Oil and gas sales (Note 12)    $   357,031 $   353,233 $   131,682
   Gain (loss) on sale of oil and
       gas properties and equipment      -          9,013        -
   Other operating income               7,200       7,368      14,455


       Total operating revenues       364,231     369,614     146,137

Operating expenses:
   General and administrative         297,676      47,614      48,213
    Depreciation, depletion and
        amortization                   43,720       9,504      11,605
    Oil and gas production costs      435,860     158,415     175,438
    Exploration costs                   8,864      18,566        -

         Total operating expenses     786,120     234,099     235,256


         Operating income (loss)     (421,889)    135,515     (89,119)

Other income (expense):
   Gain on sale of marketable
          securities                     -          1,000        -
    Interest income                       277         216           4
    Interest expense                  (83,134)    (21,602)     (9,550)


     Other income (expense), net      (82,857)    (20,386)     (9,546)
                                                           (continued)








             See accompanying notes to financial statements.

                                  F-4


                     WYOMING OIL AND MINERALS, INC.

          Statements of Operations and Comprehensive Income (Loss)
                               (Continued)

                                     February 28,February 29,February 28,
                                         2001       2000        1999

Earnings (loss) before income taxes: $ (504,746) $ 115,129   $  (98,665)
   Income tax expense (Note 10):
       Current                            6,636     (6,636)        -

Net earnings (loss)                    (498,110)   108,493      (98,665)
    Other comprehensive income, net of tax:
      Unrealized gains on available for sale
        securities                       18,306      8,686         -

     Comprehensive income (loss)     $ (479,804) $ 117,179    $ (98,665)


Net earnings (loss) per
    common share (Note 15):
          Basic                      $     (.75) $     .49    $    (.57)
          Diluted                    $     (.75) $     .34    $    (.57)

Average shares outstanding - Basic      662,299    222,167      172,500

Average shares outstanding - Diluted    622,299    323,212      172,500
















              See accompanying notes to financial statements.

                                  F-5


                     WYOMING OIL AND MINERALS, INC.
                  Statements of Stockholders' Equity

                Common Stock   Additional
               $.01 Par Value    Paid-in Accumulated Unrealized
             Shares     Amount   Capital   Deficit     Gains    Total
Balance
@ 02/28/98 17,250,000 $172,500$1,023,525$(1,059,148)$  -      $  136,877

Net loss       -           -        -       (98,665)             (98,665)
Balance at
02/28/99   17,250,000  172,500 1,023,525 (1,157,813)   -          38,212

Sale of
shares      7,400,000   74,000      -          -       -          74,000

Reverse
stock split
of 1 for 100(24,403,500)(244,035) 244,035      -       -            -

Share issued
for properties300,000    3,000    297,000      -       -         300,000

Stock options
issued for loan
commitment fee   -        -        14,000      -       -          14,000

Unrealized gains
on marketable
equity securities,
net of tax       -        -          -         -      8,686        8,686

Net income       -        -          -      108,493    -         108,493

Distribution attributable to purchase of properties
from stockholder -        -         6,000  (406,000)   -        (400,000)

Reorganization
expenses         -        -       (31,039)     -       -         (31,039)

Balance at
02/29/00      546,500    5,465  1,553,521(1,455,320)  8,686      112,352
To Adjust Shares
Outstanding to
Actual          7,216       72        (72)     -       -            -

Sale of
shares        100,000    1,000    139,000      -       -         140,000

Stock options
issued        187,000    1,870    185,130      -       -         187,000
Stock Issued
for Consulting
Fees           50,000      500    159,963      -       -         160,463

Net loss         -        -          -     (498,110)   -        (498,110)

Unrealized gains on marketable
equity securities,
net of tax       -        -          -         -     18,306       18,306

Balance at
02/28/01      890,716  $ 8,907 $2,037,542$(1,953,430)$26,992    $120,011

                See accompanying notes to financial statements.
                                  F-6

                        WYOMING OIL AND MINERALS, INC.
                           Statements of Cash Flows

                                      February 28,February 29,February 28,
                                        2001         2000         1999
Cash flows from operating activities:
   Cash received from customers       $ 441,705   $ 222,594   $ 155,991
   Cash paid to suppliers and employees(365,431)   (256,679)   (189,985)
    Income taxes paid                    (1,996)       -           -
    Interest received                       493        -              4
    Interest paid                       (56,650)    (19,242)    (10,237)

    Net cash provided by (used in)
        operating activities             18,121     (53,327)    (44,227)

Cash flows from investing activities:
     Purchase of oil and gas properties
        and equipment                  (355,901)   (431,500)       -
     Proceed from sale of
       marketable securities               -          1,000        -
     Note receivable on sale
       of properties                     13,333     (13,333)
     Distribution attributable to
       purchase of properties              -       (100,000)       -

     Net cash provided by (used in)
       investing activities            (342,568)   (543,833)       -

Cash flows from financing activities:
     Sale of common stock               327,000      74,000        -
     Proceeds from note payable            -        750,000      49,992
     Reorganization costs                  -        (18,062)       -
     Principal payments                 (57,712)   (150,750)     (1,247)
     Loan fee                              -         (7,000)       -

     Net cash provided by (used in)
       financing activities             269,288     648,188      48,745

Net increase (decrease) in cash and
     cash equivalents                   (55,159)     51,028       4,518

Cash and cash equivalents at
     beginning of year                   59,000       7,972       3,454

Cash and cash equivalents at
      end of year                     $   3,841    $ 59,000     $ 7,972
                                                            (continued)
               See accompanying notes to financial statements.
                                    F-7

                   WYOMING OIL AND MINERALS, INC.
                      Statements of Cash Flows
                            (Continued)
                                       February 28,February 29,February 28,
                                           2001       2000        1999
Reconciliation  of net income to net cash provided
by (used in) operating activities
Net earnings (loss)                    $(498,110)  $ 108,493   $  (98,665)
Adjustments to reconcile net income to cash
   provided by (used in) operating activities:
   Depreciation, depletion
      and amortization                    43,720       9,504       11,605
   Stock issued for consulting and
      directors fees                     160,463        -            -
   (Increase) decrease in accounts
      receivable                          59,068     (67,439)       6,234
   (Increase) decrease in income
      taxes receivable                    (1,996)       -            -
   (Increase) decrease in inventory        5,073     (57,235)       3,620
   (Increase) decrease in interest
      receivable                             216        (216)        -
    Increase (decrease) in accounts
      payable                            229,839     (45,418)      33,666
    Increase (decrease) in accrued
      expenses                            19,848       8,997         (687)
   Gain on sale of marketable securities    -         (1,000)         -
   Gain on sale of oil and gas properties
     and equipment                          -         (9,013)         -

Net cash provided by (used in)
operating activities                  $   18,121    $(53,327)     $(44,227)

Supplemental schedule of non cash investing and financing activities

For the year ended February 28, 2001, the fair value of available for
sale securities increased $18,306.

For the year ended February 28, 2001, additions to properties of
$461,771 are in accounts payable.

For the year ended February 28, 2001, the Company issued 50,000 shares
of common stock for consulting fees and directors fees.

For the year ended February 29, 2000, the Company issued 300,000
shares of common stock as partial payment on the purchase of properties.

For the year ended February 29, 2000, properties were sold during the
year in exchange for a note receivable of $13,333 and the payoff of a
note payable of $38,224 and accrued interest of $4,689.

For the year ended February 29, 2000, the fair value of available for
sale securities increased $8,686.

For the year ended February 28,  1999, the Company purchased properties
with a cost of $46,971 in exchange for stock and a note payable.
            See accompanying notes to financial statements.
                                 F-8

                   WYOMING OIL AND MINERALS, INC.
                   Notes to Financial Statements
    February 28, 2001, February 29, 2000 and February 28, 1999

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General
Wyoming Oil and Minerals, Inc. engages principally in the exploration,
development and production of oil and gas which is mainly in Wyoming.

Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

Accounts receivable
The Company uses the direct write off method for bad debts which
expenses uncollectible accounts in the year they become uncollectible.
Any difference between this method and the allowance method is not
material.

Marketable equity securities
Marketable equity securities are classified as available-for-sale
securities and are carried at fair value at the balance sheet date
with the unrealized gains and losses, net of tax, included in the
determination of comprehensive income (loss) and reported in
stockholders' equity.

When securities are sold, the cost is based on the first-in,
first-out method.

Oil and gas properties
The Company follows the successful efforts method of accounting for
oil and gas exploration and development activities.  Under this
method of accounting, lease acquisition costs, intangible drilling
costs and other costs associated with exploration efforts, which
result in the discovery of proved reserves, are capitalized.
Costs of well equipment, development drilling, support facilities,
major betterment and renewals and other development costs are
also capitalized. Capitalized acquisition costs of proved
properties are amortized using the unit-of-production method on
the basis of total estimated units of proved oil and gas reserves.
Other capitalized costs are amortized using the unit-of-production
method on the basis of total estimated units of proved developed
reserves.  The amortized amounts are charged to depreciation and
depletion expense.  The recoverability of costs capitalized both
for proved and unproved properties is reviewed periodically.
Any impairment discovered is charged to expense.

Costs of drilling exploratory wells which do not result in the
discovery of proved reserves are charged to expense.  Production
costs, geological and geophysical costs, and maintenance and repairs
are charged to expense when incurred.
                              F-9

                 WYOMING OIL AND MINERALS, INC.
                 Notes to Financial Statements
  February 28, 2001, February 29, 2000 and February 28, 1999

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other property and equipment

The Company's pipeline and drilling equipment and office furniture
and equipment are depreciated utilizing the straight-line method
to apportion costs over an estimated useful life of five years.

Financing Fees
Financing fees for acquisition of bank and other financing sources
have been capitalized and are being amortized over the life of
the debt.

Earnings (loss) per common share
The Company, in accordance with SFAS 128, Earnings Per Share,
reports both basic and diluted earnings per share.  Earnings per
share - basic is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Earning per share - diluted reflects
the potential dilutions, in periods in which they have a dilutive
effect, if options to issue common stock were exercised or
converted into common stock.

Statement of cash flows
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.

Reclassifications
Certain reclassifications have been made to financial statements
of prior years to be comparative with the current year presentation.

Off-Balance-Sheet Risk
Sale of oil and gas are made to domestic petroleum purchasing and
refining companies with payment normally received within thirty
to sixty days of sale.  Billings to joint interest holders are
normally received within thirty to sixty days of billing.

Stock-Based Compensation
In accordance with the provisions of SFAS 123, Accounting For
Stock-Based Compensation, the Company accounts for transactions
based on the fair value of the goods or services.

Comprehensive Income
Comprehensive income is defined to include all changes in equity
except those resulting from investments by owners and distributions
to owners. The Company's only item of comprehensive income (loss)
is unrealized gains on available for sale securities.

                               F-10

                   WYOMING OIL AND MINERALS, INC.
                    Notes to Financial Statements
   February 28, 2001, February 29, 2000 and February 28, 1999

2.   FOURTH QUARTER ADJUSTMENTS

For significant purchases of properties recorded in the fourth
quarter of the year ended February 28, 2001 see Note 5.

For significant purchases of properties during the fourth quarter
of the year ended February 29, 2000 see Note 5.  For significant
financing transactions see Note 8.

3.   MARKETABLE EQUITY SECURITIES

Marketable equity securities are summarized as follows:
                                              2001       2000
    Available for sale securities, at cost  $41,077    $41,077
    Less permanent impairments               35,227     35,227
    Amortized costs                         $ 5,850    $ 5,850

Proceeds and gross realized gains and losses from the sale of
securities classified as available for sale for the years ended
February 28, 2001 and February 29, 2000 were as follows:
                                              2001       2000
    Gross proceeds                          $   -      $ 1,000
    Gross realized gains                    $   -      $ 1,000
    Gross realized losses                   $   -      $   -

The amortized cost and estimated fair values of marketable
securities are as follows:
                                   Gross      Gross
                       Amortized Unrealized Unrealized  Fair
                          Cost      Gains     Losses    Value
February 28, 2001:
     available for sale
     securities        $  5,850  $  26,992  $   -     $ 32,842

February 29, 2000:
     available for sale
     securities        $  5,850  $   8,686  $   -     $ 14,536

4.   NOTES RECEIVABLE

A note receivable of $13,333 from a related party (Manx Oil
Corporation) was incurred on the sale of properties on
January 1, 2000.  The note was payable over five years, however,
the Company received full payment on May 15, 2000.

                             F-11

                  WYOMING OIL AND MINERALS, INC.
                   Notes to Financial Statements
   February 28, 2001, February 29, 2000 and February 28, 1999

5.   OIL AND GAS PROPERTIES

During fiscal 2001, the Company expended an additional $588,038 on
the leases in Carbon County Wyoming and Moffat County,  Colorado
purchased in fiscal 2000.

During fiscal 2001 the Company expended $154,634 for major betterment
workovers on the following properties (the expenditures were to a
related party):

           Waugh Dome             $ 56,599
           Midway                   65,241
           Wade Hill Unit           18,915
           True                      7,452
           Caperton                  6,427

During fiscal 2001 the Company purchased an additional 60% working
interest in producing leases located in Natrona County, Wyoming for
$75,000 ($50,000 was to related parties).

During the fourth quarter ended February 29, 2000, the Company
purchased the following properties:

   a)   A 100% working interest in producing leases located in Natrona
        County, Wyoming for $100,000.

   b)   A 100% working interest in producing leases located in Johnson
        County and Natrona County, Wyoming for $185,241

   c)   A 25% working interest in proved and unproved leases in Carbon
        County, Wyoming and Moffat County, Colorado for $147,654 from
        the major stockholders of the Company. Effective April 24,
        2000 an amendment to an exploration agreement between the
        other owners of the leases reduced the Company's working
        interest to 16.67% in the unproved leases and proved leases.

During the fourth quarter ended February 29, 2000, the Company sold
its interest in producing leases in Hot Springs County, Wyoming in
exchange for a note payable on the leases of $38,224 and recorded
a gain of $1,013. The Company also sold its interest in another
producing lease in Hot Springs County, Wyoming in exchange for a
note receivable of $13,333 and a recorded gain of $8,000.




                                    F-12

                      WYOMING OIL AND MINERALS, INC.
                      Notes to Financial Statements
      February 28, 2001, February 29, 2000 and February 28, 1999

6.   NOTES PAYABLE

The Company had outstanding notes payable as follows:

Other                                       2001           2000

Note to individual (related party)
due on demand, interest at 1% over
the prime rate (9.25% at February 28, 2001)
secured by a producing well.               $ 3,750       $ 3,750

Other information regarding short-term notes payable is as follows:

                                      2001       2000       1999

Average aggregate short-term
 borrowings                          $3,750    $54,117    $54,500

Maximum aggregate short-term borrowings
 at any month-end                    $3,750     $54,492   $54,492

Weighted average interest rate        9.75%      8.38%      8.60%

The weighted average interest rate was computed by dividing interest
expense by the weighted average of such borrowings outstanding.

7. LONG-TERM DEBT

The Company had long-term debt as follows:
                                                    2001     2000
Note payable to bank, due in quarterly payments of
 $38,000 including interest at .75% above Wall
 Street Journal prime (9.25% at February 28, 2001),
 maturity date March 18, 2005, secured by preferred
 stock of a third party.                          $642,288  $700,000

Less current portion                               (93,425)  (57,370)

                                                  $548,863  $642,630



                                  F-13

                        WYOMING OIL AND MINERALS, INC.
                        Notes to Financial Statements
         February 28, 2001, February 29, 2000 and February 28, 1999

7. LONG-TERM DEBT (Continued)

Estimated maturities on long-term debt for the next five years
are as follows:

        2002           $     93,425
        2003                102,754
        2004                113,015
        2005                124,204
        2006                208,890
                       $    642,288

8.   STOCKHOLDERS' EQUITY

a).  Stock Purchases and Restructuring Agreement - Under an
     agreement dated October 29, 1999, the Company issued
     7,400,000 shares of common stock at $.01 per share to a
     purchaser.  The purchaser also agreed to infuse new funds
     sufficient to pay related party accounts and notes payable
     of approximately $160,000.  The agreement also effectuated
     a 1 for 100 shares reverse stock split and authorized
     2,000,000 shares of "blank check" preferred stock, both
     of which matters were approved at the shareholders' meeting
     held on February 2, 2000, and effectuated shortly thereafter.
     The purchaser also agreed to assist the Company in
     effectuating one or more financings of not less than
     $1,000,000 and up to $2,000,000 by way of sale of stock
     through private placement, registered offering or oversees
     offering, or by bank financing or otherwise. As compensation
     for purchaser's effectuating such financing the contract
     provides the the purchaser will receive options to purchase
     700,000 shares of common stock at an exercise price of $1.00
     per share (post reverse split), 350,000 of which shall have
     an exercise period of two years and 350,000 of which shall
     have an exercise period of three years. As of the date of this
     report, 300,000 of such options have been issued to the purchaser.
     For financial statement purposes the above compensation was
     valued at the pre reverse split market price per share of $.02
     or $14,000.

b).  Employee Benefit Plan - The Company had adopted the "Wyoming Oil
     & Minerals, Inc. Y2K Employee Benefit Plan". The Plan provides
     for a maximum of  200,000 shares of the Company's common stock
     available to be optioned pursuant to non-qualified stock options
     and 50,000 shares available to be issued directly (Grants).
     Eligible persons are any consultant, non-employee director, or
     officer or director who is an employee of the company.  No
     options shall be granted or grants made under the Plan after ten
     years from the date of adoption of the Plan. Options granted
     under the Plan shall be exercised immediately or in accordance
     with a vesting schedule.  The price and other terms of each
     option are determined  by the administrator at the time the
     option is granted or the grant of direct shares is made.  The
     Plan was effective March 7, 2000.  In a transaction effective
     June 21, 2000, the company issued 50,000 shares of common stock
     by direct stock grants to various eligible persons under the
     above Plan.  The eligible persons included varous consultants,
     attorney and outside bookeeping (29,000 shares) and non-employee
     directors (21,000 shares).  There was also a nonqualified stock
     option grant of 25,000 shares to the President of the Company
     effective the same date.  The exercise price of the shares is
     $1.00 per share and the options grant expires June 21, 2010.


                              F-14

                   WYOMING OIL AND MINERALS, INC.
                   Notes to Financial Statements
    February 28, 2001, February 29, 2000 and February 28, 1999

8.   STOCKHOLDERS' EQUITY (Continued)

c).  Preferred Stock   Pursuant to an amendment to the Company's
charter documents which was approved at the shareholder's meeting held
on February 2, 2000, the Company is authorized to issue 2,000,000 shares
of "blank check" preferred stock, no par value.  The preferred shares
shall have such other designations, preferences, and such relative,
participating, optional or other special rights as may be fined by the
Company's Board of Directors.

No dividends have ever been declared or paid.


9.   STOCK OPTIONS

The Company issued options to the major shareholder during the prior
year for acquisition of properties and/or obtaining financing for the
Company.  The changes in the outstanding stock options during the year
ended February 28, 2001 and February 29, 2000 are summarized as
follows (there were no options transactions during the year ended
February 28, 1999):

                   For the Year Ended February 28, 2001
                   Three Year Options  Two Year Options
                             Wt. Avg.           Wt. Avg.
                   Shares     Ex. Pr.  Shares    Ex. Pr.

Beginning of year  300,000   $  2.00     -      $   -
Granted            350,000      1.00   50,000      1.00
Exercised         (142,000)     1.00  (45,000)     1.00
Expired               -          -       -          -
End of year        508,000   $  1.60    5,000   $  1.00

                   For the Year Ended February 29, 2000
                   Three Year Options
                              Wt. Avg.
                   Shares      Ex. Pr.

Beginning of year     -      $   -
Granted            600,000      1.50
Exercised         (300,000)     1.00
Expired               -          -
End of year        300,000   $  2.00

On June 21, 2000 the Company granted the President of the
Company the option to purchase 25,000 shares of common stock
under a nonqualified stock option grant from the Company's
Employee Benefit Plan (see Note 8).  The exercise price is
$1 per share with a maximum term of 10 years.  The fair value
of the grant ($143,033) is estimated on the date of the grant
using the Black-Scholes option pricing model with the
following weighted average assumptions:  dividend yeild-
none, expected volatility of 133%, risk-free interest rate
of 5.5% and an expected life of 10 years.  The President also
holds an option to purchase 15,000 shares at $1 per share
which were gifted from the major shareholder's options which
are shown above.  These options expire July 20, 2003.

                                     F-15

                     WYOMING OIL AND MINERALS, INC.
                      Notes to Financial Statements
    February 28, 2001, February 29, 2000 and February 28, 1999

10. INCOME TAXES
Net income and losses differ from taxable income (loss) because
certain revenues and expenses are reported in the financial
statements in periods which differ for those in which they are subject
to taxation.  The principal timing differences are with respect to
intangible drilling costs, which are deducted as incurred for tax
purposes, but capitalized and depleted for proven properties for
financial statement purposes; and unrealized losses on marketable
securities, which are recognized for financial statement purposes
currently, but not until realized for tax purposes. Deferred income
taxes are not recognized on the timing differences as it is not likely
that all net operating loss carryforwards will be used.

Income tax expense for the years ended February 28, 2001 and
February 29, 2000 and February 28, 1999 consists of the following:
                                   2001       2000        1999
Current federal income tax
 expense (refund)                $  (6,636) $  6,636   $    -
Income tax expense is reconciled
 to Federal statutory rates as
 follows:
Federal tax expense at statutory
 rates    $        -             $    -     $ 27,394   $    -
Net operating loss carryforward       -       (6,461)       -
Intangible drilling costs             -      (14,297)       -
Income tax expense charged to
   operations                    $    -     $  6,636   $    -

                                    2001       2000        1999
The tax effects of temporary
 differences that give rise to
 significant portions of deferred
 tax assets and liabilities
 consist of the following:
Non-recognized gain on marketable
  securities                     $   5,284  $   5,284  $  6,428
Intangible drilling costs          (54,881)    (6,928)     (544)
Tax loss carryforwards             157,392     59,323    71,950
Net deferred tax assets
 (liabilities)                     107,795     57,679    77,834
Valuation allowance               (107,795)   (57,679)  (77,834)
Net deferred tax assets
 (liabilities)                   $    -     $    -     $   -

At February 29, 2001, the Company had net operating loss carryforwards
available of $28,249 per year as limited by IRS Code Sec. 382 which
will expire beginning February 28, 2002 through 2014 and a current
net operating loss available to carry forward of $809,063 which will
expire February 28, 2016.

The Company also has long-term capital loss carryover of $85,940.
                                F-16

                 WYOMING OIL AND MINERALS, INC.
                 Notes to Financial Statements
February 28, 2001, February 29, 2000 and February 28, 1999

11. RELATED PARTY TRANSACTIONS
The Company is related to the following companies by common
ownership and/or management:

    Manx Oil Corporation
    Manewal-Bradley Oil Company, Inc.
    Zephyr Exploration
    Econoservice, Inc.

Lease operating expenses and major betterment workovers paid to
Manx Oil Corporation were $483,329 and to Manewal-Bradley Oil
Company, Inc. were $3,355 for the year ended February 28, 2001.
Oil and gas revenue received from Manx Oil Corporation was
$177,428.  The Company owed Manx Oil Corporation $200,080 at
February 28, 2001 and $39,712 at February 29, 2000.  Manx Oil
Corporation owed the Company $11,522 at February 28, 2001
and $46,624 at February 29, 2000. See Note 4 also.The Company
also borrowed and repaid a note for $50,000 from a relative of
a stockholder and officer in February, 2000. Also, at February
28, 2001, the Company owed Manx Oil Corporation $25,000 and Jack
Bradley, the President of the Company $25,000 for the purchase
of additional interest in properties (See Note 5). The Company
also incurred $15,356 in interest expense to Manx Oil Corporation
and still owes the same amount to Manx at February 28, 2001.

12. MAJOR PURCHASERS AND CONCENTRATION OF RISK
Substantially all of the Company's accounts receivable at
February 28, 2001 and February 29, 2000 result from oil and gas
sales to other companies in the oil and gas industry or joint
industry billings to other interest holders.  This concentration
of customers may impact the Company's overall credit risk, either
positively or negatively, in that these entities may be similarly
affected by industry - wide changes in economic or other
conditions.  Such receivables are generally not collateralized.
One single joint interest receivable comprises 66% of total
noncurrent accounts receivable at February 28, 2001.

The following customers each contributed 10% or more of the
revenues produced from oil and gas sales for the years ending
February 28, 2001 and February 29, 2000 and February 28, 1999
as follows:
                    2001        2000         1999
Eighty-Eight Oil  $ 260,965  $ 198,270    $ 113,154
Amoco             $    -     $    -       $  13,351
Equiva            $    -     $  51,291    $    -
Teppco            $    -     $  34,505    $    -

13.  COMMITMENTS
The Company is subject to extensive federal, state and local
environmental laws and regulations. These requirements,
which change frequently, regulate the discharge of materials
into the environment. The Company believes it is in compliance
with existing laws and regulations.
                               F-17

                  WYOMING OIL AND MINERALS, INC.
                  Notes to Financial Statements
  February 28, 2001, February 29, 2000 and February 28, 1999


14. IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with the provisions of SFAS 121, Accounting
For The Impairment Of Long-Lived Assets and for Long-Lived
Assets To Be Disposed Of, the Company reviews the carrying
values of its long-lived assets whenever events or changes
in circumstances indicate that such carrying values may not
be recoverable.  SFAS 121 requires that an impairment loss
be recognized when the carrying amount of an asset exceeds
the sum of the undiscounted estimated future cash flows of
the asset. There were no impairments required for the fiscal
years ended February 29, 2001, February 29, 2000
and February 28, 1999.

15. EARNINGS PER SHARE

                        For the Year Ended February 28, 2001
                        Income        Shares       Per Share
                     (Numerator)  (Denominator)      Amount
Basic EPS:
Income (loss) available to
  common
  stockholders       $ (498,110)     662,299      $   (.75)

Effect of Dilutive Securities:
    Common stock
    options          $                  -

Diluted EPS:
    Income (loss) available to common
      shareholders   $ (498,110)      662,299     $   (.75)

                         For the Year Ended February 29, 2000
                         Income         Shares      Per Share
                       (Numerator)   (Denominator)    Amount
Basic EPS:
  Income available to
     common
     stockholders    $  108,493        222,167     $   .49

Effect of Dilutive Securities:
  Common stock
  options            $                 101,045

 Diluted EPS:
   Income available to common
     shareholders    $  108,493        323,212     $   .34

                                   F-18

                     WYOMING OIL AND MINERALS, INC.
                     Notes to Financial Statements
       February 28, 2001, February 29, 2000 and February 28, 1999


16. GOING CONCERN
As shown in the accompanying financial statements although total
assets exceed total liabilities by $120,011, however, the Company's
current liabilities exceeded its current assets by $771,633. This
factor indicates there could be substantial doubt about Wyoming Oil
& Minerals, Inc's. ability to continue as a going concern for a
reasonable period of time. Management has developed a plan that
is intended to mitigate the effect of such conditions. The plan
includes either obtaining additional financing by way of sale of
stock through private placement or registered offering or the sale
of the interests in the properties in Carbon County, Wyoming and
Moffatt County, Colorado or other leases sufficient to pay all or
most of the accounts payable.

17.  SUBSEQUENT EVENT, PRIOR PERIOD ADJUSTMENT AND REISSUANCE OF
     FINANCIAL STATEMENTS
Subsequent to the issuance of the Company's 2001 financial
statements, management became aware that the issuance on June
21, 2000 of 50,000 shares of common stock from its Employee
Benefit Plan for consulting and directors fees had not been
reflected in the 2001 financial statements.  As a result of
recording the issuance, common stock increased $500, additional
paid in capital increased $159,963, accumulated deficit increased
$160,463, general and administrative expense increased $160,463
and net loss increased $160,463.  Loss per common share, basic
and diluted, increased $.21 per share.  Average shares outstanding,
basic and diluted, increased 40,549 shares.  An adjustment was also
made to bring total common shares issued to a total of 890,716
which increased common stock $72 and decreased additional paid in
capital $72.  Also, on June 21, 2000 a nonqualified stock option
grant of 25,000 shares of common stock was made to the President
of the Company.  Notes 8 and 9 have been updated to reflect the
above changes.

18. SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited)

Capitalized Costs

Capitalized costs relating to the Company's oil and gas producing
activities as of February 28, 2001, and February 29, 2000 and
February 28, 1999 are as follows:

                                2001       2000      1999
Proved properties            $1,543,307  $725,103  $435,342
Unproved properties              90,347    90,880      -

                             $1,633,654  $815,983  $435,342

Support equipment            $      570  $    570  $    570

Accumulated depreciation
  and depletion              $  235,829  $200,264  $197,850

Costs incurred in oil and gas property acquisition, exploration
and development activities, including capital expenditures, are
summarized as follows for the years ended February 28, 2001,
and February 29,  2000 and February 28, 1999
all in the United States):

                                2001      2000       1999
Property acquisition costs:
Proved properties            $ 75,000   $241,959   $   -
Unproved properties          $   -      $ 90,880   $   -
Exploration costs            $  8,864   $ 18,566   $   -
Development costs            $742,672   $ 47,802   $   -



                                F-19

                     WYOMING OIL AND MINERALS, INC.
                      Notes to Financial Statements
     February 28, 2001, February 29, 2000 and February 28, 1999

18.SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited) (Continued)

   Results of operations for oil and gas producing activities

The results of operations for oil and gas producing activities,
excluding capital expenditures and corporate overhead and interest
costs, are as follows for the years ended February 28, 2001, and
February 29, 2000 and February 28, 1999 (all in the United States):

                                   2001    2000      1999
    Revenues                    $ 357,031 $353,233 $131,682
    Production costs              435,860  158,415  175,438
    Exploration costs               8,864   18,566     -
    Depreciation and depletion     35,565    6,915   11,605

                                $(123,258)$169,337 $(55,361)

Oil and Gas Reserve Quantities

In accordance with FASB Statement No. 69 "Disclosure About Oil and
Gas Activities," the Company presents estimates of oil and gas
reserves in order to assist the reader in making an evaluation of
the Company's reserves. Inherent in the reserve evaluation process
are numerous risks associated with attempting to quantify unknown
volumes and unknown costs. The reader is reminded therefore that
the following information is not presented as actual, but rather
as estimates of future expectations. The following reserve
information was based on year end prices. The reader is reminded
that oil and gas prices have fluctuated since year end and
management foresees further fluctuation, both up and down.

The estimates of proved reserves and related valuations were
determined mostly by management and some by independent
petroleum engineers. Estimates of proved reserves are inherently
imprecise and are continually subject to revision based on
production history, results of additional exploration and
development and other factors.

Proved reserves are reserves judged to be economically producible
in future years from known reservoirs under existing economic
and operating conditions; i.e., prices and costs as of the date
the estimate is made and assuming continuation of current
regulatory practice using conventional production methods and
equipment.  Proved developed reserves are those expected to be
recovered through existing wells with existing equipment and
operating methods.

Presented below is a summary of the changes in estimated proved
reserves of the Company, all of which are located in the United
States, for the years ended February 28, 2001, and February 29,
2000 and February 28, 1999:

                              F-20
                  WYOMING OIL AND MINERALS, INC.
                  Notes to Financial Statements
February 28, 2001, February 29, 2000 and February 28, 1999

18.Supplementary Oil and Gas Information (Unaudited) (Continued)
   Oil and Gas Reserve Quantities (Continued)
                         2001            2000            1999
                      Oil    Gas      Oil    Gas      Oil    Gas
                    (bbls.) (mcf)   (bbls.) (mcf)   (bbls.) (mcf)
Proved reserves:
  Beginning
  of year           187,457 73,884  117,443  77,549 127,080 80,867
  Revisions of previous
     estimates        2,851    155    5,543      71     593     17
  Purchase of minerals
      in place       14,422   -      90,437    -       -      -
  Production        (13,246)  (700) (13,561  (3,736)(10,230)(3,335)
  Sales of minerals
      in place         -      -     (12,405)   -       -      -
End of year         191,484 73,339  187,457  73,884 117,443 77,549
Proved developed reserves:
Beginning of year   187,457 73,884  117,443  77,549 127,080 80,867
  End of year       191,484 73,339  187,457  73,884 117,443 77,549

Note - The Company believes it has proved developed nonproducing
reserves associated with seven wells drilled and shut in in the
Skyline project with Phillips Petroleum. However, no reliable
estimates are available or could not be obtained. Therefore, such
reserves are not included in the above reserve.

Standardized measure of discounted future net cash flows and
changes therein relating to proved oil and gas reserves

Statement of Financial Accounting Standards No. 69 prescribes
guidelines for computing a standardized measure of future net
cash flows and changes therein relating to estimated proved
reserves.  The Company has followed those guidelines which
are briefly discussed below.

Future cash inflows and future production and development
costs are determined by applying year-end prices and costs
to the estimated quantities of oil and gas to be produced.
Estimated future income taxes are computed using year-end
statutory income tax rates, including consideration for
previously legislated future statutory depletion rates and
investment tax credits. The resulting future net cash flows
are reduced to present value amounts by applying a 10%
annual discount factor.

The assumptions used to compute the standardized measure are
those prescribed by the Financial Accounting Standards Board
and, as such, do not necessarily reflect the Company's
expectations of actual revenues to be derived from those
reserves or their present worth.  The limitations inherent
in the reserve quantity estimation process, as discussed
previously, are equally applicable to the standardized
measure computations since these estimates are the basis
for the valuation process.
                                F-21

                 WYOMING OIL AND MINERALS, INC.
                 Notes to Financial Statements
  February 28, 2001, February 29, 2000 and February 28, 1999

18. Supplementary Oil and Gas Information (Unaudited) (Continued)
Standardized measure of discounted future net cash flows
and changes therein relating to proved oil and
gas reserves (Continued)

Presented below are the standardized measure of discounted
future net cash flows and changes therein relating to proved
reserves as of and for the years ended February 28, 2001,
and February 29, 2000 and  February 28, 1999.

                           2001      2000       1999
Future cash inflows    $5,471,652 $5,282,240 $1,411,362
Future production and
  development costs    (2,254,109)  (761,345)  (808,058)
Future income tax
  expenses               (573,115)(1,133,245)      -
Future net cash flow    2,644,428  3,387,650    603,304

10% annual discount for
  estimated timing of
  cash flows             (977,594)  (816,470)   (52,966)

Standard measure of discounted
  future net cash flows$1,666,834 $2,571,180 $  550,338

The following are the principal sources of changes in the
standardized measure of discounted future net cash flows:
                           2001       2000       1999
Sales and transfers of oil and gas
  produced, net of
  production costs     $ (145,090) $ (191,818)$  43,756
Net changes in prices      69,545   1,659,105  (531,394)

Revisions of previous quantities
  estimates               100,354     (39,511)   (3,404)
Net change in purchases and sales
  of minerals in place       -      2,117,008      -
Accretion of discount     257,118      55,034    61,732
Net changes in income
  taxes                   560,130  (1,133,245)  164,009
Other - mainly change in
  production costs     (1,746,403)   (445,731)  198,324

Net increase (decrease)  (904,346)  2,020,842   (66,977)

Estimated standardized measures:
  Beginning of year     2,571,180     550,338   617,315

End of year            $1,666,834  $2,571,180 $ 550,338

                               F-22