UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  Annual report  pursuant to section 13 or 15(d) of the  Securities  Exchange
     Act of 1934.

     For the fiscal year ended February 28, 2003.

[ ]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange Act of 1934.


                         Commission file number: 0-7919
                                                 ------

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


        Wyoming                                              83-0217330
------------------------                            --------------------------
(State of incorporation)                            (I.R.S. Identification No.)



5525 Erindale Dr., Suite 201, Colorado Springs, Colorado                80918
--------------------------------------------------------              ----------
    (Address of principle executive offices)                          (Zip Code)


Registrant's telephone number, including area code:   (719) 260-8509
                                                      --------------

Securities registered under Section 12 (b) of the Exchange Act:   None

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

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

Check  whether  the issuer  (1) has 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.
                                                                [X] Yes [ ] No
<PAGE>


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  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 [ ].

     The aggregate  market value of the 7,566,116 shares of common stock held by
non-affiliates  of the Company  was  approximately  $7,566,116  on June 9, 2003,
calculated  using the last sales price of the common  stock of $1.00 on June 10,
2003 as  reported  on the OTC  Bulletin  Board.  On June  9,  2003,  there  were
11,347,157 shares of common stock of the Company issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

Transitional Small Business Disclosure Format:       [ ] Yes  [ X ] No

<PAGE>


                                TABLE OF CONTENTS



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


   ITEM 1.   DESCRIPTION OF BUSINESS.........................................1
   ITEM 2.   DESCRIPTION OF PROPERTIES.......................................5
   ITEM 3.   LEGAL PROCEEDINGS...............................................8
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............8

PART II......................................................................9

   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........9
   ITEM 6.  MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........9
   ITEM 7.   FINANCIAL STATEMENTS...........................................19
   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE............................19

PART III....................................................................20

   ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
            EXCHANGE ACT....................................................20
   ITEM 10:  EXECUTIVE COMPENSATION.........................................21
   ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT.................................................22
   ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........23
   ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K..............................24
   ITEM 14.   CONTROLS AND PROCEDURES.......................................26

SIGNATURES..................................................................27

Certifications .............................................................28

PART F/S...................................................................F-1

                                       ii
<PAGE>

                             Additional Information

     Descriptions  in this Report are  qualified by reference to the contents of
any  contract,  agreement  or  other  document  described  herein  and  are  not
necessarily  complete.  Reference  is made to each such  contract,  agreement or
document filed as an exhibit to this Report, or incorporated herein by reference
by the Company as  permitted  by  regulations  of the  Securities  and  Exchange
Commission (the "Commission").  (See "Item 13. Exhibits,  Financial  Statements,
Schedules and Reports on Form 8-K.")

                Special Note Regarding Forward-Looking Statements

     Please see the note under "Item 6.  Managements  Discussion and Analysis or
Plan of Operation," for a description of special factors  potentially  affecting
forward-looking statements included in this report.

                                       iii
<PAGE>


                                     PART I

Item 1. Description of Business

Organization and Overview

     Wyoming  Oil  &  Minerals,   Inc.  ("we"  or  the  "Company"),   a  Wyoming
corporation,  was incorporated on February 23, 1973 as Wyoming Coal Corporation.
As our business  evolved,  our emphasis shifted from holding and developing coal
leases to acquiring oil and gas leases and  production.  Since oil and gas sales
became  our  primary  revenue  source,  we  changed  our name to  Wyoming  Oil &
Minerals, Inc. in August 1981 to more accurately reflect our business.

     We currently operate as a holding company for two subsidiaries. Through New
Frontier  Energy,  Inc.  ("NFE") and its  subsidiary,  Skyline  Resources,  Inc.
("Skyline"),  we  explore  for  oil and  natural  gas  and  develop  oil and gas
properties.  We acquired NFE in February  2002.  Blue Star Acid  Services,  Inc.
("Blue Star") operates an oil field service  operation.  We acquired that entity
effective April 1, 2002.  Effective June 6, 2003, our board of directors decided
to  distribute  all common  stock of NFE to our  shareholders  on a  one-for-one
basis.  If the  distribution is completed as  contemplated,  NFE will trade as a
separate entity. (See "-Proposed Distribution" below)

     Effective   February  28,  2003,  and  in  connection   with  the  proposed
distribution  of NFE, we reorganized  our assets and  liabilities  such that all
operations  associated with the  exploration,  development and production of oil
and gas are  conducted  through NFE and all oil field  services  operations  are
conducted  through Blue Star. In  connection  with this  reorganization  and the
distribution  of  NFE,  we may  explore  additional  opportunities  to  increase
shareholder value, both related to our oilfield service business and outside the
oil and gas  industry.  Unless  otherwise  noted,  references  to our  business,
operations,  financial  condition  and  other  information  includes  all of our
subsidiaries.

Oil and Gas Exploration and Development

     Through our  subsidiary  NFE, we explore  for,  develop and produce oil and
natural gas and oil and gas  leases.  All of our  operations  are located in the
continental United States,  specifically in Colorado and Wyoming. (See, "Item 2,
Description of  Properties")  Most of our  properties  are unproven,  subject to
additional drilling and development to prove any reserves. Our proved properties
are  located in the State of  Wyoming.  All of our  properties  are  operated by
independent third parties.

     Our  primary  asset as of the date of this report is an interest in the Fly
Creek Prospect,  located on the border between northwest  Colorado and southwest
Wyoming.  We own a 30% interest in this  property,  consisting of  approximately
17,000  gross  acres.  This  property  is  operated  by the owner of a  majority
interest in that  prospect,  Cedar Ridge,  LLC. We sold a 36.66667%  interest to
Cedar Ridge in March  2003,  at which time it became  operator of the  property.
Pursuant to the operating  agreement,  Cedar Ridge is designated operator and is
responsible  for directing all operations as permitted and required  thereunder.
Cedar  Ridge  makes  all  decisions  regarding  when and how  drilling  shall be
conducted,  but we may  proceed  on our  own if we  desire  and if  Cedar  Ridge
declines to participate.

                                        1
<PAGE>

     We are  obligated to pay our 30% share of all costs and  expenses  incurred
for exploration  and  development on the prospect.  Cedar Ridge chooses when and
how to drill on the  property  and how much to charge for each well,  and we may
elect to participate or not. Pursuant to the terms of a participation  agreement
executed with Cedar Ridge upon acquisition of their interest in the prospect, it
agreed to pay up to $500,000 of our portion of those costs and  expenses as part
of the  purchase  price  for  their  interest.  Cedar  Ridge  replaced  Phillips
Petroleum Company as prior operator and has only recently  commenced  operations
at the  prospect.  We expect  drilling to  commence on the  property in the near
future.

     The Fly  Creek  Prospect  is a coal  bed  methane  project  targeting  coal
formations at depths ranging from  approximately  700 to 3,200 feet.  Eight test
wells were drilled on the prospect  prior to the  participation  of Cedar Ridge.
One of these  wells was  flared for a period of 30 days in an effort to test for
the  presence of  economical  amounts of natural  gas. We believe  that test was
successful,  although the well is  currently  shut in.  Additional  wells showed
sufficient  gas  for  shorter   periods  of  time  to  encourage  our  continued
participation in the prospect. We anticipate that Cedar Ridge, as operator, will
conclude  the initial  exploration  phase of the  project  during the balance of
calendar 2003 with a view to beginning production some time thereafter.

     In  addition to  continuing  efforts to develop  the  property,  we and our
co-participants  must  construct a gas gathering  system to deliver gas from the
prospect to market. If the results of our exploration efforts are successful, we
expect Cedar Ridge to lead efforts to construct  that gas gathering  system.  We
expect  this  system to span  approximately  16 miles to connect  with  another,
larger  system,   operated  by  an  independent  third  party.  Working  capital
permitting,  we expect to  participate  in  construction  and  operation of that
system, although we are not required to do so.

     Our only  producing  properties  at this time are  located  in the State of
Wyoming, near Casper. (See, "Item 2, Description of Properties")

Oil and Gas Production
----------------------

     From our drilling  efforts and from production  purchased from others,  our
net  production  of crude  oil and  gas,  the  average  sales  price  (including
transfers) per unit of oil and gas produced and the average production (lifting)
cost per unit of production for the last three years has been as follows:

                                        2
<PAGE>

<TABLE>
                           Net Oil and Gas Production,
                    Average Production Costs and Sales Prices
<CAPTION>

                                                                     Production Cost Per
                                   Net Production                    Equivalent Unit ($)           Average Sales Price ($)
                                   -----------------------           --------------------         ------------------------
                                   Bbl of           Mcf of           Bbl of        Mcf of          Bbl of        Mcf of
         Period                     Oil              Gas              Oil           Gas             Oil          Gas
         ------                    -----            -----            -----          ----           -----          ----

<S>                                <C>              <C>              <C>            <C>            <C>            <C>
Year Ended 2/28/03                  2,707           7,552            23.51          1.25           23.10          1.57

Year Ended 2/28/02                  6,508               0            26.46          1.25           24.30          2.09

Year Ended 2/28/01                 13,246             700            23.26          1.25           26.73          2.72
</TABLE>


As shown by the foregoing table,  most of our production has  historically  been
from oil.

     Our  natural  gas is  sold at  prices  determined  on a  monthly  basis  by
reference to various  published futures or spot prices for gas. Oil is also sold
at prevailing  spot prices.  During the twelve  months ended  February 28, 2003,
there was one  purchaser  or  operator  who  accounted  for more than 10% of our
revenues  from  purchased  and  produced  oil and gas  sales.  Eighty-Eight  Oil
purchased  from us or sold for our  account,  oil and gas  constituting  100% of
total sales during that time. The loss of this purchaser may temporarily  affect
our revenue,  but we believe we will  continue to have a market for our products
for the foreseeable future.

     The  availability  of a ready  market  for our  oil  and gas  depends  upon
numerous factors beyond our control, including the extent of domestic production
and  importation  of oil and  gas,  the  relative  status  of the  domestic  and
international  economies,  the  proximity  of our  properties  to gas  gathering
systems,  the capacity of those  systems,  the  marketing  of other  competitive
fuels,   fluctuations  in  seasonal  demand  and   governmental   regulation  of
production,  refining,  transportation and pricing of oil, natural gas and other
fuels.

Oil and Gas Service Operations

     Through our subsidiary  Blue Star, we provide field support for the oil and
gas operations of third parties.  We primarily provide services  associated with
drilling oil and gas wells,  including cementing,  acidizing,  water hauling and
providing materials to assist other operators. These operations are conducted in
the  States of Kansas and  Oklahoma.  One  customer,  Devon  Energy  Production,
accounted for approximately 60% of revenue from this portion of our operations.

Proposed Special Distribution

     In April 2003,  our board of directors  determined  to separate the oil and
gas exploration and development activities from the field service operations. To
accomplish this objective,  the board resolved to investigate the possibility of
distributing the shares of NFE in a dividend  distribution to our  shareholders.
The decision  was  finalized in June 2003,  at which time it was  determined  to
distribute  one  share  of  NFE  for  each  of  our  shares  outstanding  to all
shareholders  of  record  on June 30,  2003,  the  record  date for the  special
distribution.  At the same  time,  the  Board  split the stock of NFE to allow a
sufficient  number of shares to accomplish the  distribution.  This distribution
was designed to accomplish the following objectives:

                                        3
<PAGE>

o    Allowing  management of each business to focus solely on the challenges and
     opportunities of that business;

o    Allowing  investors to focus on the business and  prospects of each company
     separately;

o    Enhancing access to financing by allowing the investment community to focus
     separately on the business of each entity;

o    Allowing WYOG shareholders a continuing  opportunity to share in the growth
     of NFE; and

o    Allowing WYOG to explore other  opportunities,  both within and outside the
     oil and gas industry.

     Selling  the  field  service   operations   was  not  considered  a  viable
alternative. Our management did not believe the true value of the business could
be obtained in a cash sale to an independent third party.  Further,  the revenue
and cash flow of Blue Star was simply too small to  attract  interest  from many
buyers.  Finally,  management  did not wish to  subject  our  shareholders  to a
lengthy and protracted process of investigating suitable buyers, thereby missing
other opportunities which might be available.

Competition

     Our  competitors   include  major  oil  companies  and  other   independent
operators,  most of  which  have  financial  resources,  staffs  and  facilities
substantially  greater  than ours.  Competition  in the oil and gas  industry is
intense.  We also face intense competition in obtaining capital for drilling and
acquisitions  and  are  at  a  competitive  disadvantage  compared  with  larger
companies.

Government Regulation

     The  production  and sale of oil and gas are  subject to  various  federal,
state and local governmental regulations, which may be changed from time to time
in response to economic or political  conditions.  Matters subject to regulation
include  discharge  permits for drilling  operations,  drilling  bonds,  reports
concerning  operations,  the  spacing  of  wells,  unitization  and  pooling  of
properties, taxation and environmental protection. From time to time, regulatory
agencies  have  imposed  price   controls  and   limitations  on  production  by
restricting  the  rate of flow of oil and  gas  wells  below  actual  production
capacity  in  order  to  conserve  supplies  of oil and  gas.  Changes  in these
regulations could have a material adverse effect on the company.

                                        4
<PAGE>

Item 2. Description of Properties

     At February 28, 2003, we had an interest in 57,164 gross,  13,226 net acres
of undeveloped oil and gas properties,  and 760 gross,  312 net developed acres.
We had an interest  in 12 wells  (gross),  5.7 wells (net) at that date.  All of
these properties are located in the States of Colorado and Wyoming.

     The following  table  summarizes the oil and gas properties in which we had
an interest at February 28, 2003:

Undeveloped oil and gas acres:                          Gross        Net
                                                        ------       -----

Wyoming                                                 12,747       3,989
Colorado                                                44,417       9,237


Developed acres:                       Oil                     Gas
                                       ---                     ---

                                Gross        Net        Gross         Net
                                -----        ---        ------       -----

Wyoming                          120         120            80          24
Colorado                           0           0           560         168



No properties are held in fee, as we hold all properties by leaseholds.

     Subsequent to the  acquisition of New Frontier,  we conducted an evaluation
of the properties  located in Wyoming with a view to  determining  the strategic
importance  of the  properties  to our Company.  Subsequent  to that review,  we
determined  to sell  some of those  properties,  as they  are not  strategically
important  to  our  operations  and  required   significant   work  to  maintain
productivity.  As a result,  we sold our interest in  approximately  2,880 gross
acres  prior  to  year-end.  We also  tried to sell our  interest  in the  Nucla
Prospect,  an  undeveloped  property  in  Montrose  County,  Colorado,  but  the
purchaser did not complete its option to acquire that interest.  (See,  "Item 6.
Management's Discussion and Analysis or Plan of Operation")

     We did not add significantly to our properties during the fiscal year ended
February 28, 2003.

     As of  February  28,  2003,  we own the  following  oil,  gas or  injection
productive wells:

                   Oil                  Gas                Injection
                   ----                 ----               ---------
             Gross       Net      Gross        Net       Gross        Net
             -----       ---      -----        ---       -----        ---

Wyoming        3          3          1         .3           0          0
Colorado       0          0          7        2.1           1         .3

                                        5
<PAGE>

     The following table  summarizes the wells which we have drilled or in which
we have participated during the periods indicated:

<TABLE>
<CAPTION>

                                       Net Exploratory Wells
                                       ---------------------

Fiscal Year Drilled           Producers                     Dry Holes         Total Wells
<S>                         <C>                             <C>               <C>
2003                              0                          .09375             .09375
2002 (transition period)          0                             1                  1
2001                        .1667 (shut in)                   .25               .4167 (shut in)

</TABLE>

<TABLE>
<CAPTION>

                                 Net Development/Productive Wells
                                 --------------------------------

Fiscal Year Drilled           Producers                     Dry Holes         Total Wells
<S>                         <C>                             <C>               <C>
2003                              0                             0                  0
2002 (transition period)          0                             0                  0
2001                       1.166 (shut in)                      0           1.166 (shut in)

</TABLE>


Reserves
--------

     The  following  are reserve  estimates as of February 28 for the last three
years made by the Company:


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

2003                                               2,947       60,706
2002 (transition period)                          14,795       68,258
2001                                             191,484       73,339


     There were no proved oil and gas reserves that were undeveloped.

     See Note 20 of Notes to Consolidated Financial Statements for more detailed
information  concerning changes in the Company's  estimated oil and gas reserves
during 2002 and 2003.  No proven  reserves  have been  assigned to our Fly Creek
Prospect  due to the absence of a gas  delivery  system to get the gas to market
and any sustained  production  history.  However,  we anticipate that a pipeline
will be constructed in the future if sufficient reserves are established.

     No  reserve  figures  have been  filed  with,  or  reported  to,  any other
regulatory authorities or agencies during the period ended February 28, 2003.

Facilities

     Our executive and administrative  headquarters are located at 5525 Erindale
Drive,  Suite 201, Colorado Springs,  Colorado 80918. We, and our subsidiary New
Frontier,  share  this  space  under a one-year  lease  expiring  April 2004 for
monthly rent of $1,220.  Our other subsidiary,  Skyline,  occupies space at 3000

                                        6
<PAGE>

Youngfield,   Suite  338,   Lakewood,   Colorado  80215.  It  presently   shares
approximately  1,500 square feet of office space and has access to a conference,
drafting,  and supply room and storage facilities on an as needed basis. Skyline
pays $431 per month on a month-to-month basis for this space.

     We believe that our  facilities  are adequate for the  foreseeable  future,
although NFE may seek separate space in which to operate in connection  with the
proposed reorganization and distribution.

Employees

     We currently  have three  employees.  Our two officers serve on a part-time
basis  as  necessary  for  our  operations,  and  we  employ  an  administrative
assistant.

     Our subsidiary,  NFE, currently has two employees,  each an officer of that
company.  Such individuals were retained effective April 2003. It is anticipated
that they will provide substantially full-time efforts to NFE. Skyline Resources
currently  has  one  employee,  its  president.  Blue  Star  has  ten  full-time
employees.

     From time to time, we engage contract  individuals to assist with clerical,
accounting  and  other  administrative  functions,   legal  services,   geology,
engineering and land related  services  necessary for our operations.  We expect
these arrangements to continue for the foreseeable future.

Glossary of Terms

Bbls:                     Barrels of oil.

Bcfe:                     Billion  cubic feet of gas  equivalent,  calculated
                          on the basis of six Mcf of
                          gas for one Bbl of oil.

BTU:                      British  Thermal  Unit - the amount of heat  necessary
                          to raise the  temperature  of one pound of water one
                          degree Fahrenheit.

Gross acre:               An acre in which a working interest is owned, without
                          regard to the size of the interest.

Gross well:               An oil or gas well in which a working  interest
                          is owned, without regard to the size of the interest.

Leases:                   Full or partial  leasehold  interests  in oil and gas
                          prospects,  authorizing  the owner  thereof  to drill
                          for,  reduce to  possession  and produce and sell oil
                          and gas,  subject to the payment of rentals,  bonuses
                          and/or royalties.

Mbbls:                    Thousand Bbls.

                                        7
<PAGE>

MMBTU:                    Million BTU's.

Mcf:                      Thousand cubic feet.

Mmcf:                     Million cubic feet.

Mmcfe:                    Million cubic feet of gas equivalent, calculated on
                          the basis of six Mcf of gas for one Bbl of oil.

Net acres:                One net acre is deemed to exist  when the sum
                          of the fractional  working  interests  owned in gross
                          acres  equals one. The number of net acres is the sum
                          of the fractional  working  interests  owned in gross
                          acres.

Net well:                 One net well is deemed to exist when the sum of
                          fractional  working  interests  owned in gross  wells
                          equals one. The number of net wells is the sum of the
                          fractional working interests owned in gross wells.

Proved Developed          Proved reserves that are expected to be recovered
Reserves:                 through existing wells with existing equipment and
                          operating methods.

Proved                    Quantities of oil and gas which geological and
Reserves:                 engineering data demonstrate  with  reasonable
                          certainty to be recoverable in future years from known
                          reservoirs.

Proved Undeveloped        Proved reserves that are expected to be recovered from
Reserves:                 new wells or from existing wells where a relatively
                          major expenditure is required for recompletion.

Item 3. Legal Proceedings

     Our second tier subsidiary,  Skyline  Resources,  Inc., has been threatened
with civil  litigation  arising from an agreement  executed in 2002.  The threat
arose from an option to  acquire  certain  oil and gas  leases in which  Skyline
indemnified  the  proposed  seller.  Since the  option  was never  exercised  by
Skyline,  we do not believe it is liable for any alleged damage  suffered by the
seller.  However,  seller  threatened  litigation as a result of claims asserted
against it by a third party.  If the suit is filed,  we expect that Skyline will
vigorously defend the claims.

     Other than that, we are not currently subject to any legal proceedings, the
results  of which  would have a material  impact on our  properties,  results of
operation or financial condition. Neither, to the best of our knowledge, are any
of our officers or directors  involved in any legal  proceedings in which we are
an adverse party.

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

     No matters were submitted to the security holders,  through solicitation of
proxies or  otherwise,  during the fourth  quarter of the fiscal year covered by
this Report.

                                        8

<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     Our common  stock  currently  trades over the counter  and  quotations  are
currently reported on the "Bulletin Board" maintained by the NASD. The following
table shows the range of high and low bids for our common stock for the last two
fiscal  years or  portions  thereof as reported  by the NASD.  Prices  represent
quotations  between  dealers,  do not include  retail  mark-ups,  mark-downs  or
commissions and do not necessarily represent prices at which actual transactions
occurred.

     Fiscal Quarter Ended                High                        Low
     --------------------                ----                        ---

     May 31, 2002                        $3.95                       $1.10
     August 31, 2002                      2.95                         .60
     November 30, 2002                    2.05                         .60
     February 28, 2003                    1.85                         .75

     May 31, 2001                         2.15                         .76
     August 31, 2001                      1.90                        1.01
     November 30, 2001                    1.40                         .75
     February 28, 2002                    3.90                        1.25


     As of February  28,  2003,  there were 1,775  record  holders of our common
stock. We estimate that there were approximately 2,000 beneficial owners.

     No dividends have been paid with respect to our common stock and we have no
plans to pay dividends in the foreseeable  future,  except the proposed  special
distribution  described above.  Payment of future dividends,  if any, will be at
the  discretion  of our Board of Directors  after  taking into  account  various
factors, including our financial condition,  results of operations,  current and
anticipated cash needs and plans for expansion.

Item 6. Managements' Discussion and Analysis or Plan of Operation

Introduction

     Historically,  we have been  engaged in the  exploration,  development  and
production of oil and natural gas reserves in the continental  United States. We
derived  our  revenue  from  producing  and selling oil and natural gas to third
parties.  Effective  April 1, 2002, we began  operation in the oil field service
business with the  acquisition of Blue Star Acid Services,  Inc. We now have two
principal operating segments.

                                        9
<PAGE>


     The following  discussion  and analysis  covers our financial  condition at
February  28, 2003 and changes in our  financial  condition  since  February 28,
2002,  the end of the prior fiscal year. It also covers our results of operation
for the fiscal year ended February 28, 2003 and the period from November 1, 2001
to February 28, 2002.

Recent Acquisitions and Dispositions

     During the last  fiscal  year,  we  completed a number of  acquisitions  or
dispositions of property.

     Acquisition of New Frontier Energy, Inc.
     ----------------------------------------
     Effective  February 2002, we acquired all of the outstanding  stock of NFE,
then a privately held Colorado  corporation.  We issued  8,556,923 shares of our
common stock to the former shareholders of NFE,  representing  approximately 90%
of our then-issued and outstanding common stock. Because of the number of shares
issued in connection with the acquisition,  the transaction has been treated for
accounting  purposes  as a  recapitalization  of  NFE as  though  NFE  were  the
acquiring  entity,  although  from a legal  standpoint,  we were  the  acquiring
entity.  The transaction was  essentially  treated as a reverse  acquisition for
accounting  purposes,  as if New  Frontier  had  acquired  us. See Note 2 to the
audited,  consolidated  financial statements for a description of the assets and
liabilities that we acquired in this transaction.

     Historically, NFE had a fiscal year end of October 31. Because New Frontier
was deemed  the  acquiring  entity  for  accounting  purposes,  its fiscal  year
survived for reporting  purposes  under  relevant  rules of the  Securities  and
Exchange  Commission.  On May 16, 2002, a  determination  was made to change our
fiscal year end from  October 31 to February  28. The  decision  was made by our
Board of Directors and was effective for the period ending February 28, 2002. As
a result,  the results of operations  below compare a twelve-month  period ended
February 28, 2003 to the four month period ended February 28, 2002.

     Blue Star Acid Services, Inc.
     -----------------------------
     Effective  April 1, 2002, we acquired Blue Star Acid Service.  Blue Star is
an oil field  services  company  operating in the State of Kansas and  Oklahoma.
Blue Star's  equipment  consists of trucks and oil well  service  equipment  and
supplies.

     We acquired 100% of the stock of Blue Star from one of our shareholders. We
paid $670,000 for the stock as follows:

     o    $100,000 in cash;

     o    400,000  shares of restricted  common stock of Dover  Petroleum  Corp.
          which the parties agreed had a value of $250,000;

     o    A  promissory  note for the  principal  amount of  $220,000  with a 7%
          interest  rate,  $95,000 plus interest  payable 120 days after closing
          and $125,000 plus interest payable one year after closing;

     o    A  promissory  note,  payable to an  independent  contractor  for past
          services, for the principal amount of $50,000 with a 7% interest rate,
          $25,000 plus interest  payable 120 days after closing and $25,000 plus
          interest payable one year after closing; and

                                       10
<PAGE>


     o    25,000 shares of our restricted common stock valued at $2.00 per share
          issued to an independent contractor for past services.

Of the amount due on the $220,000,  $50,000 was paid  subsequent to year end and
balance has been extended with the consent of the holder. A total of $25,000 was
paid on the other note during the year. Interest accrued on the notes for fiscal
2003 was approximately $12,000.

     We valued Blue Star based upon arms  length  negotiations  considering  the
value of the  equipment,  inventory  and the goodwill of the business as a going
concern.  We used our cash  reserves to pay for the cash  payment at closing and
anticipate  that the revenue  generated  from Blue Star's  business will pay the
remaining amounts due under the promissory notes.

     Fly Creek Prospect.
     -------------------
     During  fiscal  2003,  pursuant  to the  terms  of our  previous  operating
agreement with Phillips  Petroleum,  we acquired an additional 33.3333% interest
in the Fly Creek to supplement the interest that we already owned. Subsequently,
in March  2003,  we sold an  interest  to Cedar  Ridge.  That  sale  included  a
36.66667% interest in all of our assets, including oil and gas leases, eight gas
wells, one water disposal well, equipment and minerals.

     The sale price for our  interest  in the Fly Creek  prospect  was  $900,000
subject to certain  conditions.  Of that amount,  $400,000 was paid at or before
closing  and the balance of $500,000  will be paid by Cedar Ridge  carrying  our
remaining  working  interest  through $500,000 in costs. In the event that Cedar
Ridge does not invest the entire remaining $500,000,  Cedar Ridge shall earn its
proportionate share of the 36.66667% for every dollar invested up to the maximum
of $900,000.  All  liabilities  related to the property were pro rated as of the
effective date of the sale, February 28, 2003.

     Drilling and Option Agreement.
     ------------------------------
     In a further effort to diversify our property and raise equity,  we and the
other  participants  in a  marketing  arrangement  agreed to  option  all of our
interest in a block of leases located in Montrose County,  Colorado known as the
Nucla  Prospect to a third  party.  Pursuant to that  agreement,  we offered the
purchaser the right to acquire 100% of the leasehold interests by paying certain
up-front  fees,  drilling  test wells at various  locations  on the prospect and
giving us an override on any production.  The option price was $150,000, $50,000
paid at closing and the balance due in periodic installments thereafter.

     Shortly following execution of the agreement,  however, purchaser forfeited
its interest in the agreement.  The original $50,000 paid was  nonrefundable and
was used to pay lease rentals on behalf of the  participants.  Our share of that
amount was $12,636.  The balance of the option payment was cancelled.  We expect
to continue efforts to market our interest in this property.

     Also  during  the fiscal  year,  we sold some of our  producing  properties
located in the State of Wyoming.  Our interest was sold for a promissory note in
the amount of $160,000,  all of which is payable from production.  The purchaser
was also required to invest $50,000 in the property for additional  development.
Under the terms of the note, payments are required beginning May 25, 2003 unless
extended and continued on a monthly basis until paid in full. Payments equal 15%
of gross revenues from production, after royalties and taxes.

                                       11
<PAGE>


Reorganization of NFE

     In connection  with the proposed  distribution  of NFE discussed  above, we
transferred  certain assets and liabilities to NFE effective  February 28, 2003,
including the following:


                      Asset                              Book Value

         o  Producing oil & gas properties                $206,927

         o  Production payment receivable                   90,000

         o  Receivable from NFE                            682,269

     The following liabilities were assumed and accepted by NFE:

         o  Note and interest payable                     $486,966

Liquidity and Capital Resources

February 28, 2003
-----------------

     At February 28, 2003,  we had a deficit in working  capital of  ($515,118),
consisting of current assets of $620,904 and current  liabilities of $1,136,022.
This  represents a slight  decrease in our working  capital from fiscal year end
2002, when our deficit equaled  ($419,162).  While we believe we have sufficient
liquidity  and capital to continue for the balance of the 2004 fiscal  year,  we
are  dependent on receipt of additional  financing  and cash from  operations to
continue operation in the long term.

     We struggled  with our  liquidity  requirements  during  fiscal 2003.  As a
result,  we were forced to borrow cash from  certain of our  officers  and delay
paying expenses. All of the amounts advanced by the officers was repaid with the
proceeds of the sale of the Fly Creek Prospect.

     Included in current assets at year-end is a receivable from the sale of the
interest  in Fly Creek  Prospect  in the  amount of  $375,000.  This  amount was
received  subsequent  to  fiscal  year  end  and  all of it  spent  for  current
liabilities and other cash requirements.

     Sources and Uses of Cash.
     -------------------------
     During fiscal 2003, our operations  used $143,576 in cash. In terms of cash
requirements, our net loss was reduced significantly by depreciation,  depletion
and amortization, a loss on disposition of oil and gas properties and marketable
securities and an increase in accrued expenses and deferred credits. Our efforts
to preserve  valuable cash  resources  resulted in a savings of almost  $200,000
from the cash used for the period ended February 28, 2002, despite the fact that
the prior period was only four months.

                                       12
<PAGE>

     We used  $386,453 in cash on investing  activities  during the fiscal year.
This represents a substantial  increase from the prior period.  Significant uses
of cash for investing  included cash and marketable  securities  paid to acquire
Blue  Star in the  amount  of  $100,000  and the  acquisition  of  property  and
equipment of $407,713. Such amount was partially offset by the proceeds from the
sale of  property  and  equipment  of  $103,755.  The  additional  property  and
equipment was primarily acquired by Blue Star.

     Our use of cash for operations and investing  activities was offset by cash
raised from financing.  We obtained  approximately $340,000 from debt, a portion
in the  approximate  amount  of  $135,000  from  certain  of our  officers.  Our
subsidiary Blue Star obtained a line of credit for $120,000,  substantially  all
of which was used at fiscal year end. We also obtained $342,500 from the sale of
stock,  primarily  from the sale of  preferred  stock  discussed  in more detail
below. Partially offsetting the cash raised from financing was repayment of debt
in the amount of $205,805.

     Sale of Preferred Stock.
     ------------------------
     During  fiscal  2003,  we  agreed to sell to a single  investor  a total of
$500,000 of Series A Preferred Stock to aid in our cash requirements. The Series
A Preferred  Stock was  structured  to pay a dividend and was  convertible  into
common  stock  under  certain  terms  and  conditions.  We also  agreed to issue
warrants to the  purchaser  in  connection  to the  subscription.  However,  the
purchaser defaulted in payment of the subscription price after paying a total of
$162,500, some subsequent to fiscal year end.

     After  evaluating  our options  with regard to this  default,  we agreed to
resolve the dispute by releasing the purchaser  from the balance of the purchase
price but  insisting  that all of the preferred  stock be converted  into common
stock.  In  addition,  all  of  the  warrants  issued  in  connection  with  the
subscription  were  cancelled.  This was done  subsequent  to  fiscal  year end.
Accordingly, we have no preferred stock currently outstanding.

     In a further effort to improve our working capital position, we converted a
substantial  amount of outstanding debt to equity during the year.  Bridge loans
and  accompanying  interest in the amount of $632,997  were  converted to common
stock at the rate of $1 per share.

     Capital Requirements.
     ---------------------
     Our existing needs for capital include retiring outstanding liabilities and
notes  payable,  paying  debt,  acquiring  additional  properties,  drilling and
developing our existing assets and paying general and  administrative  expenses.
Part of our strategic direction to obtain cash to accomplish those objectives is
to transfer our  exploration  and  development  assets to NFE and distribute the
stock of that subsidiary to our shareholders with the hope that it will become a
separately traded company. (See, "Item 1. Business - Proposed  Distribution") We
hope this will  allow  investors  to focus  separately  on our  exploration  and
development assets, expediting receipt of capital.

     We have also  negotiated a carry on our interest in the Fly Creek  Prospect
by the operator of that property.  We anticipate  such amount will be sufficient
to prove adequate reserves to allow  construction of a pipeline and commencement
of production.  If production is achieved,  we also  anticipate  that it will be
significantly  easier to obtain capital through  production  loans or commercial
debt financing. However, there is no assurance such sources will be available on
terms favorable to us.

                                       13
<PAGE>

     Notes payable at year-end 2003 were  $517,863,  most due on demand or later
in calendar 2003. Of that amount,  approximately $185,000 was paid subsequent to
the end of the  fiscal  year and we  expect  that the line of credit in favor of
Blue  Star that is due in July  will be  renewed.  We also had long term debt of
$563,605,  of which  $152,555 was  classified as current (due in the 2004 fiscal
year). The proceeds of the private  placement  described  immediately below will
help defer some of these obligations,  but we will require additional capital to
retire all those debts.

     Subsequent to year-end, we completed an additional private placement of our
common stock.  The proceeds from that sale will help our liquidity and a portion
will be  contributed  to NFE to aid in its  liquidity  in  connection  with  the
proposed distribution.

Results of Operations

Year ended February 28, 2003
----------------------------

     The results of our operations for the year ended February 28, 2003 included
all of the  operations  of NFE  from  the  beginning  of  that  period  and  the
operations of Blue Star Acid Services from April 1, 2002,  the effective date of
that acquisition for accounting purposes.  Comparably,  the period from November
1, 2001 to February 28, 2002  included the results of  operations of NFE and its
wholly owned subsidiary,  Skyline Resources, Inc., consolidated with our results
of operations from February 6, 2002, the date of that acquisition.

     For the year ended  February  28,  2003,  we lost  $1,007,482,  or $.10 per
share,  on revenue of  $1,284,382.  This compares to a net loss of $301,112,  or
$.01 per share,  on $13,621 of revenue  for the prior  period.  The  substantial
increase in net loss is partially attributable to fact that the prior period was
a short period.  The increase in revenues is  attributable to the acquisition of
Blue Star, which currently accounts for substantially all of our revenue.

     Segment Information.
     --------------------
     Our operating  segments  include field service  operations  and oil and gas
exploration,  development  and  production.  During the year ended  February 28,
2003, our field service operations  produced a gross profit of $605,483,  or 49%
of revenues. This represents a significant decrease in the gross profit for that
entity  compared  to the year  ended  December  31,  2001,  when  field  service
operations  produced a gross profit of almost 70%. We attribute this decrease to
increases in labor costs and costs of materials.

     Oil and gas production  expenses  continued to exceed  revenue.  During the
year ended February 28, 2003,  oil and gas operations  produced a negative gross
margin  of  $26,303,  which  means  that our  costs  from  that  portion  of our
operations  exceeded  our  revenues.  This  is  primarily  due to the age of our
producing  wells,  which  require  significant  investment  and  development  to
continue production.  Also, only a small portion of our properties are currently
producing.  We incurred $57,000 of exploration  costs during the fiscal year and
$27,047 for dry holes.  We also  abandoned  properties  with a carrying value of
$53,414.

                                       14
<PAGE>

     General and Administrative Expenses.
     ------------------------------------
     General  and   administrative   expenses  for  the  year  ended  2003  were
$1,027,373,  a substantial  increase from the prior  period.  Significant  among
those expenses were wages and salaries of approximately  $303,500, a substantial
portion of which was paid to, or accrued  for,  our  officers or officers of our
subsidiaries. In an effort to save cash, our officers and that of our subsidiary
Skyline deferred a good portion of their salaries, but the remainder was accrued
and  remains  a  liability  on our  balance  sheet.  We  also  paid  or  accrued
approximately  $75,000 in legal and  accounting  fees, a significant  portion of
which is associated with our status as a public company.

     Depreciation, Depletion and Amortization.
     -----------------------------------------
     Depreciation  for  the  year  was  $88,000  for  Blue  Star,  as  it  has a
significant  amount  of  machinery  and  equipment  that  depreciates   quickly.
Depletion of $63,000 for our oil and gas properties increased significantly from
last period, as the last period was only four months. Our oil and gas properties
have not increased  significantly  since last year, so the base value has stayed
generally consistent.

Recent Accounting Pronouncements

     In June 2001, SFAS No. 143,  "Accounting for Asset Retirement  Obligations"
was issued.  SFAS No. 143 establishes  accounting  standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset retirement cost. Required disclosures include a general description of the
asset retirement  obligation and the associated  long-lived  assets and the fair
value of assets  that are legally  restricted  for  purposes  of settling  asset
retirement  obligations.  SFAS No. 143 is  effective  for  financial  statements
issued for fiscal years beginning after June 15, 2002.  Management believes that
the  adoption  of SFAS No.  143 will have no  material  effect on the  Company's
financial statements.

Critical Accounting Policies and Estimates

     We believe  the  following  critical  accounting  policies  affect our more
significant  judgments and estimates  used in the  preparation  of our financial
statements.

     Reserve Estimates.
     ------------------
     Our  estimates  of  oil  and  natural  gas  reserves,  by  necessity,   are
projections   based  on  geological   and   engineering   data,  and  there  are
uncertainties  inherent  in the  interpretation  of  such  data  as  well as the
projection  of  future  rates  of  production  and  the  timing  of  development
expenditures.   Reserve  engineering  is  a  subjective  process  of  estimating
underground  accumulations of oil and natural gas that are difficult to measure.
The  accuracy of any reserve  estimate is a function of the quality of available
data,  engineering  and  geological  interpretation  and judgment.  Estimates of
economically  recoverable oil and natural gas reserves and future net cash flows
necessarily  depend upon a number of variable factors and  assumptions,  such as
historical  production  from  the  area  compared  with  production  from  other
producing areas, the assumed effects of regulations by governmental agencies and
assumptions governing future oil and natural gas prices, future operating costs,
severance and excise taxes,  development  costs and workover and remedial costs,
all of which  may in fact  vary  considerably  from  actual  results.  For these
reasons, estimates of the economically recoverable quantities of oil and natural
gas attributable to any particular group of properties,  classifications of such
reserves  based on risk of recovery,  and estimates of the future net cash flows

                                       15
<PAGE>

expected  there from may vary  substantially.  Any  significant  variance in the
assumptions  could  materially  affect the  estimated  quantity and value of the
reserves,  which could affect the carrying  value of our oil and gas  properties
and/or the rate of depletion of the oil and gas properties.  Actual  production,
revenues and  expenditures  with  respect to our reserves  will likely vary from
estimates, and such variances may be material.

     Many factors will affect actual net cash flows, including:

          o    the amount and timing of actual production;

          o    supply and demand for natural gas;

          o    curtailments   or  increases  in   consumptions  by  natural  gas
               purchasers; and

          o    changes in governmental regulation or taxation.

     Property, Equipment and Depreciation.
     -------------------------------------
     We follow  the  successful  efforts  method of  accounting  for oil and gas
properties.  Under this method all productive  costs incurred in connection with
the  exploration  for and  development of oil and gas reserves are  capitalized.
These  capitalized costs include lease  acquisition,  geological and geophysical
work,  delay  rentals,  drilling,  completing  and  equipping oil and gas wells,
including  salaries,  benefits and other internal  salary related costs directly
attributable to these  activities.  Costs associated with production and general
corporate activities are expensed in the period incurred. Interest costs related
to unproved  properties and properties under development also are capitalized to
oil and gas properties.  If the net investment in oil and gas properties exceeds
an amount equal to the sum of (1) the standardized  measure of discounted future
net cash flows from  proved  reserves,  and (2) the lower of cost or fair market
value of properties in process of development and unexplored acreage, the excess
is charged to expense as additional  depletion.  Normal  dispositions of oil and
gas properties are accounted for as  adjustments of capitalized  costs,  with no
gain or loss  recognized.  As a result,  we are  required to estimate our proved
reserves  at the end of each  quarter,  which is  subject  to the  uncertainties
described in the previous section.

Forward-Looking Statements

     This Form 10-KSB  contains or  incorporates  by reference  "forward-looking
statements,"  as that  term  is  used in  federal  securities  laws,  about  our
financial  condition,  results of  operations  and  business.  These  statements
include, among others:

     - statements  concerning  the benefits  that we expect will result from our
business  activities and certain  transactions  that we have completed,  such as
increased  revenues,  decreased  expenses and avoided expenses and expenditures;
and

     - statements of our  expectations,  beliefs,  future plans and  strategies,
anticipated developments and other matters that are not historical facts.

     These  statements  may  be  made  expressly  in  this  document  or  may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these  statements  by  looking  for words  such as  "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.

                                       16
<PAGE>

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties  that may cause our actual results to be materially  different
from any future results expressed or implied by us in those statements.  Because
the statements are subject to risks and uncertainties, actual results may differ
materially  from those  expressed  or  implied.  We caution you not to put undue
reliance on these  statements,  which speak only as of the date of this  report.
Further,  the information  contained in this document or incorporated  herein by
reference is a statement of our present  intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.

Special Factors

     In addition to the other factors set forth in this Report, investors should
be aware of the  following  factors  which may affect our  business,  results of
operations and/or financial condition in the future:

     Substantially all of our investment is tied up in one property, and if that
prospect  is not  productive  of oil or natural  gas,  we will be forced to seek
additional opportunities. Substantially all of our current capital investment is
tied  up in the  Fly  Creek  Prospect.  Since  this  prospect  is not  currently
developed,  we are dependent on being able to prove  production  for  additional
cash flow. If we are unable to prove that such prospect can be productive of oil
and natural gas, we will be forced to seek additional investments. Investigating
and locating  suitable property for acquisition is expensive and time consuming.
Even if we are successful in identifying one or more  additional  properties for
acquisition,  there  is no  assurance  that  we  can  obtain  such  property  at
reasonable  prices or that  sufficient  working  capital will be available.  Our
dependence on a single prospect property for cash flow increases the risk of our
future success.

     If we discover  any  natural  gas  reserves,  we will be  dependant  on the
construction  and  maintenance  of a natural gas pipeline to deliver the product
for  marketing.  In order  for us to sell  any  natural  gas from our Fly  Creek
Prospect, there will have to be constructed and maintained a pipeline to deliver
natural gas to an  interstate  or  intrastate  gathering  system.  While we have
tentative  commitments  from  third  parties,  including  the  operator  of  the
prospect,  to construct this gathering system if sufficient gas is proved, there
is no assurance that the system will be built. In addition, we will be dependent
on the  transportation  and storage services  offered by various  interstate and
intrastate  pipeline  companies  for the delivery and sale of the gas  supplies.
Both the  performance  of  transportation  and storage  services  by  interstate
pipelines   and  the  rates  charged  for  such  services  are  subject  to  the
jurisdiction  of the Federal Energy  Regulatory  Commission or state  regulatory
agencies.  An  inability to obtain  transportation  and/or  storage  services at
competitive  rates can hinder the  processing  and marketing  operations  and/or
affect sales margins.

     Many aspects of  gathering,  processing,  marketing and  transportation  of
natural gas are subject to federal,  state and local laws and regulations  which
can have a significant  impact upon overall  operations.  The  construction  and
operation  of  gathering  lines,  plants  and other  facilities  are  subject to
environmental  laws and regulations that could affect the financial  position or
results of operations.

                                       17
<PAGE>

     Operations  will be  effected  by future oil and  natural  gas prices  that
fluctuate widely,  and low prices could have a material adverse effect on future
operations.  Our future success will depend  largely on the prices  received for
natural gas and oil  production.  Prices received also will affect the amount of
future cash flow available for capital  expenditures  and may affect the ability
to raise additional capital.  Lower prices may also affect the amount of natural
gas and oil that can be economically produced from reserves either discovered or
acquired.

     Prices for natural gas and oil fluctuate widely.  For example,  natural gas
and oil prices  declined  significantly  in 1998 and 2001,  and, for an extended
period of time,  remained below prices obtained in previous years.  Factors that
can cause price fluctuations include:

     o    The level of consumer product demand;

     o    Weather conditions;

     o    Domestic and foreign governmental regulations;

     o    The price and availability of alternative fuels;

     o    Political conditions in natural gas and oil producing regions;

     o    The domestic and foreign supply of natural gas and oil;

     o    The price of foreign imports; and

     o    Overall economic conditions.

     We are in the oil and natural gas business  that  involves  many  operating
risks  that can cause  substantial  losses.  The oil and  natural  gas  business
involves a variety of operating risks, including:

     o    Fires;

     o    Explosions;

     o    Blow-outs and surface cratering;

     o    Uncontrollable flows of underground natural gas, oil or formation
          water;

     o    Natural disasters;

     o    Pipe and cement failures;

     o    Casing collapses;

     o    Embedded oilfield drilling and service tools;

                                       18
<PAGE>

     o    Abnormal pressure formations; and

     o    Environmental  hazards such as natural gas leaks,  oil spills,
          pipeline ruptures or discharges of toxic gases.

     If any of these events occur, we could incur substantial losses as a result
of:

     o    Injury or loss of life;

     o    Severe damage to and destruction of property, natural resources or
          equipment;

     o    Pollution and other environmental damage;

     o    Clean-up responsibilities;

     o    Regulatory investigation and penalties;

     o    Suspension of our operations; or

     o    Repairs necessary to resume operations.

     If we were to experience any of these problems, it could affect well bores,
gathering  systems and processing  facilities,  any one of which could adversely
affect the companies' ability to conduct operations.  For some risks, we nor our
subsidiaries may obtain insurance if we believe the cost of available  insurance
is  excessive  relative  to the risks  presented.  In  addition,  pollution  and
environmental risks generally are not fully insurable. If a significant accident
or other event occurs and is not fully covered by insurance,  it could adversely
affect operations.  Moreover,  we cannot assure the shareholders that we will be
able  to  maintain  adequate   insurance  in  the  future  at  rates  considered
reasonable.

Item 7. Financial Statements

     Reference is made to the Index of Financial  Statements  following Part III
of this Report for a listing of the  Company's  financial  statements  and notes
thereto.

Item 8.  Changes  In  and  Disagreements  With  Accountants  On  Accounting  and
Financial Disclosure

     None.

                                       19
<PAGE>

                                    PART III

Item 9: Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

     The following individuals presently serve as our officers and directors:


Name                      Age       Position
----                      ---       --------

Raymond E. McElhaney      46        Chairman of the Board of Directors and
                                    Secretary

Bill M. Conrad            46        President, Chief Financial and Accounting
                                    Officer, Treasurer and Director

Jubal S. Terry            45        Director

     Messrs.  McElhaney,  Conrad and Terry serve as our directors until the next
annual  meeting of  shareholders  and until  their  successors  are  elected and
qualify.  Each  individual  serves  as an  officer  at the will of the  Board of
Directors.  Messrs.  McElhaney,  Conrad and Terry have  served in their  current
capacities since the acquisition of New Frontier and Skyline in February 2002.

     The following  represents a summary of the business  history of each of the
foregoing individuals for the last five years:

     Raymond E. McElhaney.
     ---------------------
     Mr.  McElhaney has been Chairman of the Board and a director since February
2002 and was Vice  President and Secretary of NFE until April 15, 2003. In 1990,
Mr. McElhaney  co-founded and continues to serve as the president of MCM Capital
Management, Inc., a privately held financial and management consulting firm. MCM
assists other companies in developing and implementing  their business plans and
capital  formation  strategies.  Members  of the firm  often  serve  as  interim
officers and directors of portfolio companies.

     Prior  to his  association  with  our  company,  Mr.  McElhaney  served  as
president and a director of Wallstreet  Racing  Stables,  Inc., a public company
then  engaged in the  acquisition,  training,  racing  and sale of  thoroughbred
racehorses.  He served in that capacity from 1995 to June 2000. From May 1990 to
February  1992,  Mr.  McElhaney  served  as a  director  of  the  United  States
Exploration,  Inc., a public  company  currently  trading on the American  Stock
Exchange.

     Bill M. Conrad.
     ---------------
     Mr. Conrad has been our President  and a director  since  February 2002 and
was Vice  President  and  Treasurer  of NFE until  April 15,  2003.  Mr.  Conrad
co-founded and has served as vice president of MCM Capital  Management since its
inception in 1990.  He was also the vice  president and a director of Wallstreet
Racing Stables,  Inc., from its inception in 1995 until June 2000. Over the past
12 years, Mr. Conrad's served in the office of president, vice president,  chief
financial officer and director of several public and private companies.

                                       20
<PAGE>

     Jubal S. Terry.
     ---------------
     Director.  In 1998, Mr. Terry co-founded Skyline  Resources,  Inc. where he
still serves as president.  From 1985 through 1995, Mr. Terry was co-founder and
vice  president of American  Rivers Oil Company,  a publicly  traded oil and gas
company until it was acquired by Alliance  Energy.  From 1985 to 1986, Mr. Terry
co-founded  Karlton  Terry Oil Company  and was  responsible  for all  drilling,
completion and production in the Rocky Mountain Region.  From 1983 through 1984,
Mr.  Terry was  Operations/Exploration  Manager for Oil  Development  Company in
which he was  responsible  for all drilling and  development in the  Appalachian
Basin. Mr. Terry received his Bachelor of Science degree in Geology from Western
State College in Gunnison, Colorado in 1980.

     No family relationships exist between any of our officers and directors.

Compliance with Section 16

     The following table sets forth each director,  officer or beneficial  owner
of more  than ten  percent  of any  class of our  equity  securities  registered
pursuant to Section 12 of the Securities  Exchange Act of 1934 during the fiscal
year,  that  failed to file on a timely  basis,  Forms 3, 4 or 5 as  required by
Section 16(a) during the most recent fiscal year or prior years.

Name of Reporting Person   Late Form 3   Late Form 4   Late Form 5  Transactions
------------------------   -----------   -----------   -----------  ------------
Candace McKey                                               1*

--------------------------------------------------------------------------------
*We are  unable to  determine  how many,  if any,  transactions  might have been
reported late since we did not receive a copy of the necessary form.

Item 10: Executive Compensation

     The  following  table  summarizes  the  total  compensation  of  our  chief
executive  officer  and all  other  executive  officers  who were paid more than
$100,000 during the fiscal year (the "Named Executive Officers") for the periods
indicated.  No other executive officer received more than $100,000 in salary and
bonuses during the transition period.

<TABLE>
                              SUMMARY COMPENSATION
<CAPTION>

                                                               Annual                                  Long Term
                                                            Compensation                             Compensation
                                                            ------------                             ------------
                                                                                   Other
                                                                                   Annual            Securities
          Name                        Period                   Salary           Compensation     Underlying Options
          ----                        ------                   ------           ------------     ------------------
<S>                        <C>                               <C>                <C>              <C>
Raymond E.  McElhaney,     Year ended February 28, 2003      $108,000(1)             0                    0
Chairman of the Board
                              Transition Period from
                                11/1/01 to 2/28/02           $36,000(2)              0                    0

                           Year ended February 28, 2001           0                  0                    0
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                               Annual                                  Long Term
                                                            Compensation                             Compensation
                                                            ------------                             ------------
                                                                                   Other
                                                                                   Annual            Securities
          Name                        Period                   Salary           Compensation     Underlying Options
          ----                        ------                   ------           ------------     ------------------
<S>                        <C>                               <C>                <C>              <C>
Bill M. Conrad, President  Year ended February 28, 2003      108,000(1)              0                    0

                              Transition Period from
                                11/1/01 to 2/28/02            36,000(2)              0                    0

                           Year ended February 28, 2001           0                  0                    0
</TABLE>
-----------------------------------
(1)  Represents  amounts  paid or accrued in his  position  as an officer of NFE
     during that year. Of that amount,  $36,000 was paid in cash and the balance
     was accrued.

(2)  Each individual was paid compensation as an officer of New Frontier Energy,
     Inc. during this period.
------------------------------

     Our directors presently serve without compensation,  but are entitled to be
reimbursed for reasonable and necessary expenses incurred on our behalf.

     In his capacity as President of Skyline,  Mr. Terry is employed pursuant to
an employment  agreement  effective  February 1, 1999 for a three-year  term for
monthly salary of $9,250. During the year ended February 28, 2003, Mr. Terry was
paid a total of $10,000  in cash and the  balance  was  accrued.  Subsequent  to
year-end,  Mr. Terry was paid an  additional  $50,000 which had been accrued for
2003.  During the transition  period ended February 28, 2002, Mr. Terry received
$37,000 in compensation as President of Skyline.

Item 11: Security Ownership of Certain Beneficial Owners and Management

     As of the date of this filing,  there were a total of 11,347,157  shares of
our Common  Stock  outstanding,  the only class of voting  securities  currently
outstanding.  All of our warrants that were previously outstanding were assigned
to, and assumed by, NFE, so there are no options or warrants outstanding.

     The following  tabulates holdings of our Common Stock as of May 31, 2003 by
each person who holds of record,  or is known by management to own beneficially,
more than 5% of the voting  securities  outstanding  and,  in  addition,  by all
directors  and  officers  of  the  Company  individually  and  as a  group.  The
shareholders  listed below have sole voting and investment  power. All ownership
of securities is direct ownership unless otherwise  indicated.  All addresses of
the  officers and  directors  are located at our address at 5525  Erindale  Dr.,
Suite 201, Colorado Springs, Colorado 80918 unless otherwise indicated.

                                       22
<PAGE>

     Officers and Directors                 No. of Shares    % of Shares Owned
     ----------------------                 -------------    -----------------

     Raymond E. McElhaney (1)                 1,067,500              9.41%

     Bill M. Conrad                             982,000              8.65%

     Jubal S. Terry                             315,000              2.78%
     3000 Youngfield, Suite 338
     Lakewood, CO 80215

     Officers and Directors as a group (1)    2,364,500             20.84%
     (3 individuals)

     5% shareholders

     John D. McKey, Jr. (2)                   1,416,541             12.48%
     7737 S.E. Loblolly Bay Dr.
     Hobe Sound, FL 33455

     Candace McKey (3)                        1,416,541             12.48%
     7737 S.E. Loblolly Bay Dr.
     Hobe Sound, FL 33455
-----------------------
     (1) Includes  67,500  shares owned  jointly by Mr.  McElhaney and Tamara D.
McElhaney, the wife of Mr. McElhaney.

     (2) Includes  351,541 shares owned by Mr. McKey's wife,  Candace McKey,  of
which he disclaims beneficial ownership.

     (3) Includes 1,065,000 shares owned by Mrs. McKey's husband, John D. McKey,
Jr. of which she disclaims beneficial ownership.
-----------------------

Changes In Control
------------------

     We know of no arrangements,  including the pledge of any of our securities,
which may result in a change of control in the future.

Item 12. Certain Relationships and Related Party Transactions

     During the year ended February 28,2003,  Messrs.  McElhaney and Conrad, our
executive  officers  and  directors,  advanced  money to us to meet  short  term
working capital requirements.  The amounts totaled $135,000 at year-end, half of
which  was  advanced  by  each  person.  All  amounts  outstanding  were  repaid
subsequent to the end of the year, with interest  totaling $6,549 at the rate of
seven percent.

     Our  subsidiary,  Skyline,  shares  office space with a company owned by an
affiliate of that entity's President. We paid $413 each month during fiscal 2003
pursuant to this arrangement.

                                       23
<PAGE>

     Our Board of Directors  believes that these  transactions  were on terms no
less favorable than could be obtained from an unaffiliated third party.

Item 13. Exhibits and Reports on Form 8-K

     (a)  Exhibits

     The following is a list of exhibits filed or incorporated by reference into
this Report:

Exhibit No.         Description
-----------         -----------
2.1(1)              Agreement  for  Share  Exchange  and Plan of  Reorganization
                    between  Wyoming  Oil &  Minerals,  Inc.  and  New  Frontier
                    Energy, Inc. dated January 11, 2002

2.2(1)              First  Amendment to Agreement for Share Exchange and Plan of
                    Reorganization between Wyoming Oil & Minerals,  Inc. and New
                    Frontier Energy, Inc., dated February 6, 2002

2.3(2)              Letter  Agreement  between Wyoming Oil & Minerals,  Inc. and
                    Blue Star Acid Service, Inc., dated May 24, 2002

3.1(3)              Articles of  Incorporation  of Wyoming Coal  Corporation  as
                    filed with the Wyoming Secretary of State effective February
                    23, 1973

3.2(3)              Articles of Amendment to the  Articles of  Incorporation  of
                    Wyoming Coal Corporation as filed with the Wyoming Secretary
                    of State effective March 5, 1974

3.3(3)              Articles of Amendment to the  Articles of  Incorporation  of
                    Wyoming Coal Corporation as filed with the Wyoming Secretary
                    of State effective August 18, 1981

3.4(3)              Articles of Amendment (to the Articles of  Incorporation) by
                    Shareholders  of Wyoming Oil & Minerals,  inc. as filed with
                    the Wyoming Secretary of State effective February 18, 2000

3.5 (3)             By-Laws of Wyoming Oil and Minerals, Inc., as amended.

4                   Not applicable.

9                   Not applicable.

10.1(4)             Purchase and Sale Agreement between Skyline Resources, Inc.,
                    Seller,  and Cedar Ridge,  LLC,  Buyer,  dated  February 17,
                    2003.

                                       24
<PAGE>

10.2(4)             Participation Agreement between Skyline Resources,  Inc. and
                    Cedar Ridge, LLC dated March 24, 2003.

10.3(4)             Model Form  Operating  Agreement  between Cedar Ridge,  LLC,
                    Operator and Skyline  Resources,  Inc. and  Slaterdome  Gas,
                    Inc., Non Operators, dated February 28, 2003.

10.4(2)             Promissory  Note  between  Wyoming Oil &  Minerals,  Inc and
                    Russell W. McCoy, dated May 31, 2002

11                  Not applicable.

13                  Not applicable.

16                  Not applicable.

18                  Not applicable.

21.1(2)             List of subsidiaries.

22                  Not applicable.

23                  Not applicable.

24                  Not applicable.

27                  Not applicable.

99*                 Press Release dated June 10, 2003.


-------------------------------
* Filed herewith.

     (1) Filed as an Exhibit to the  Company's  Form 8-K dated  February 6, 2002
and incorporated herein by reference.

     (2) Filed as an Exhibit to the  Company's  Form 10-KSB  dated  February 28,
2002 and incorporated herein by reference.

     (3) Filed as an Exhibit to the Company's Registration Statement on Form S-8
filed on March 3,  2000,  SEC File No.  333-31936  and  incorporated  herein  by
reference.

     (4) Filed as an Exhibit to Form 8-K dated March 27,  2003 and  incorporated
herein by reference.
-------------------------------

                                       25
<PAGE>

     (b)  Reports on Form 8-K.

          None.

Item 14. Controls and Procedures

     We  maintain  a system of  controls  and  procedures  designed  to  provide
reasonable assurance as to the reliability of the financial statements and other
disclosures  included in this report.  As of June 9, 2003, under the supervision
and with the  participation  of our Chief Executive  Officer and Chief Financial
Officer,  management has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures.  Based on that evaluation,  the Chief
Executive  Officer and the Chief Financial Officer concluded that our disclosure
controls and procedures were effective in timely alerting them to required to be
included in our periodic filing with the Securities and Exchange Commission.  No
significant  changes were made to internal  controls or other factors that could
significantly effect those controls subsequent to the date of their evaluation.

                                       26
<PAGE>

                                   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  thereunto  duly  authorized  in  Colorado  Springs,
Colorado on the 13th day of June 2003.


                                                 WYOMING OIL & MINERALS, INC.


                                                 By: /s/ Bill M. Conrad
                                                     -------------------------
                                                     Bill M. Conrad, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

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

/s/ Raymond E. McElhaney   Chairman of the Board (Chief         June 13, 2003
------------------------   Executive Officer) and Secretary     ---------------
Raymond E. McElhaney

/s/ Bill M. Conrad         President, Chief Financial           June 13, 2003
------------------------   and Accounting Officer, Treasurer    ---------------
Bill M. Conrad             and Director


/s/ Jubal S. Terry         Director                             June 13, 2003
------------------------                                        ---------------
Jubal S. Terry

                                       27
<PAGE>

                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, Bill M. Conrad provides the following certification.

     I, Bill M. Conrad, President and Principal Financial Officer of Wyoming Oil
& Minerals, Inc. ("Company"), certify that:

     1. I have reviewed this annual report on Form 10-KSB of the Company;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this annual report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Company and have:

          a. Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Company is made known to me by others,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b. Evaluated the  effectiveness of the Company's  disclosure  controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c.  Presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  board  of  directors  (or  persons
performing the equivalent functions):

          a. All significant deficiencies in the design or operation of internal
     controls  which could  adversely  affect the  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company's auditors any material weaknesses in internal controls, and

          b. Any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  Company's  internal
     controls; and

     6. I have  indicated  in this  annual  report  whether  or not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.




Date: June 13, 2003                                /s/ Bill M. Conrad
      -------------                                -----------------------------
                                                   Bill M. Conrad, President and
                                                   Principal Financial Officer

                                       28
<PAGE>



                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, Raymond E. McElhaney provides the following certification.

     I, Raymond E. McElhaney,  Chairman of the Board and Chief Executive Officer
of Wyoming Oil & Minerals, Inc. ("Company"), certify that:

     1. I have reviewed this annual report on Form 10-KSB of the Company;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this annual report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Company and have:

          a. Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Company is made known to me by others,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b. Evaluated the  effectiveness of the Company's  disclosure  controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c.  Presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  board  of  directors  (or  persons
performing the equivalent functions):

          a. All significant deficiencies in the design or operation of internal
     controls  which could  adversely  affect the  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company's auditors any material weaknesses in internal controls, and

          b. Any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  Company's  internal
     controls; and

     6. I have  indicated  in this  annual  report  whether  or not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.




Date: June 13, 2003                  /s/ Raymond E. McElhaney
      -------------                  -------------------------------------------
                                     Raymond E. McElhaney, Chairman of the Board
                                     and Chief Executive Officer

                                       29
<PAGE>


                          WYOMING OIL & MINERALS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                     FOR THE PERIOD ENDED FEBRUARY 28, 2003



<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Independent Auditor's Report                                                 F-1

Consolidated Financial Statements
     Balance Sheet                                                           F-2
     Statements of Operations and Comprehensive Loss                         F-3
     Statements of Stockholders' Equity                                      F-4
     Statements of Cash Flows                                                F-5

Notes to Consolidated Financial Statements                                   F-6

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


Board of Directors and Shareholders
Wyoming Oil & Minerals, Inc.
Colorado Springs, Colorado

I have  audited the  accompanying  consolidated  balance  sheet of Wyoming Oil &
Minerals,  Inc.  and  subsidiaries  as of  February  28,  2003  and the  related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
stockholders' equity and cash flows for the year ended February 28, 2003 and the
period from November 1, 2001 to February 28, 2002.  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.

In my opinion,  the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Wyoming Oil &
Minerals,  Inc. as of February 28, 2003,  and the results of its  operations and
changes in its  stockholders'  equity and its cash flows for year ended February
28,  2003 and the  period  from  November  1,  2001 to  February  28,  2002,  in
conformity with accounting principles generally accepted in the United States of
America.


                                                     /s/ Maurice M. Morton
                                                     ---------------------------
                                                     Maurice M. Morton
                                                     Certified Public Accountant

May 23, 2003
Casper, Wyoming

                                       F-1
<PAGE>

                          WYOMING OIL & MINERALS, INC.
                           CONSOLIDATED BALANCE SHEET

                                                                   February 28,
                                                                       2003
                                                                    -----------
      ASSETS
CURRENT ASSETS
      Cash                                                          $    24,531
      Accounts receivable                                               177,818
      Inventories                                                        25,602
      Due on sale of properties                                         375,000
      Due from officer                                                   17,000
      Prepaid expense                                                       953
                                                                    -----------
             Total current assets                                       620,904
                                                                    -----------

Property and equipment, net (Notes 3, 4 and 5)                        3,520,709
                                                                    -----------

OTHER ASSETS
      Production payment receivable, net (Note 12)                       90,000
      Financing fees, net of accumulated amortization
        of $15,867                                                          933
      Other                                                               1,750
                                                                    -----------
                                                                         92,683
                                                                    -----------

                                                                    $ 4,234,296
                                                                    ===========

      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                              $   125,789
      Accrued expenses ($249,108 due to officers)                       339,815
      Notes payable (Note 4) ($135,666 due to officers)                 517,863
      Current portion of long-term debt (Note 5)                        152,555
                                                                    -----------
             Total current liabilities                                1,136,022
                                                                    -----------

Long-term debt (Note 5)                                                 411,050
                                                                    -----------

STOCKHOLDERS' EQUITY (Notes 2, 7, 11 and 13)
      Preferred  stock, 2,000,000 shares authorized,
        no par value, 100,000 shares subscribed                         417,634
      Less preferred stock subscriptions                               (292,250)
      Warrants issued                                                    82,366
      Less warrant subscriptions                                        (57,750)
      Common stock, 25,000,000 shares authorized,
        $.01 par value, 10,593,954 issued and outstanding               105,939
      Additional paid in capital                                      3,970,141
      Accumulated deficit                                            (1,538,856)
                                                                    -----------
                                                                      2,687,224
                                                                    -----------

                                                                    $ 4,234,296
                                                                    ===========

        See accompanying notes to the consolidated financial statements.


                                       F-2
<PAGE>

<TABLE>
                          WYOMING OIL & MINERALS, INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
<CAPTION>

                                                                         Period From
                                                          Year Ended   November 1, 2001
                                                         February 28,   to February 28,
                                                           2003 (a)        2002 (b)
                                                         ------------    ------------
<S>                                                      <C>             <C>
Operating revenues
      Field service revenues                             $  1,237,613    $       --
      Oil and gas sales                                        46,769          13,621
                                                         ------------    ------------
                                                            1,284,382          13,621
                                                         ------------    ------------

Operating expenses
      Cost of field service revenues                          632,130            --
      Oil and gas production costs                             73,072          11,259
      Exploration costs                                        56,985             218
      Dry hole costs                                           27,047            --
      Abandonments                                             53,414          61,383
      General and administrative                            1,027,373         204,547
      Depreciation, depletion and amortization                206,803           3,761
                                                         ------------    ------------
           Total operating expense                          2,076,824         281,168
                                                         ------------    ------------

(Loss) from operations                                       (792,442)       (267,547)
                                                         ------------    ------------

Other income (expense)
      Miscellaneous income                                      3,750            --
      Interest income                                           3,349             269
      Bad debt recovery                                        28,657            --
      Interest expense                                        (76,895)        (33,834)
      Loss on sale of assets                                 (173,901)           --
                                                         ------------    ------------
           Other income (expense), net                       (215,040)        (33,565)
                                                         ------------    ------------

(Loss) before income taxes                                 (1,007,482)       (301,112)

Income taxes (benefit) expense
      Current                                                    --              --
      Deferred                                                   --              --
                                                         ------------    ------------

Net (loss)                                                 (1,007,482)       (301,112)

Other comprehensive income, net of tax
      Unrealized gain on available for
        sale securities                                          --           180,842
      Less reclassifications adjustment for gain which
        is netted with loss on sale of assets                (180,842)           --
                                                         ------------    ------------
                                                             (180,842)        180,842
                                                         ------------    ------------

Comprehensive (loss)                                     $ (1,188,324)   $   (120,270)
                                                         ============    ============

Net loss per common share
      Basic and diluted                                  $      (0.10)   $      (0.01)

Weighted average shares outstanding
      Basic and diluted                                    10,298,870       8,736,132
</TABLE>


(a)  Represents  the  consolidated  results  of  operations  of  Wyoming  Oil  &
     Minerals,  Inc.,  New Frontier  Energy,  Inc. and Skyline  Resources,  Inc.
     consolidated  with the results of  operations  of Blue Star Acid  Services,
     Inc. from April 1, 2002 (date of acquisition) to February 28, 2003.

(b)  Represents the  consolidated  results of operations of New Frontier Energy,
     Inc. (the  accounting  acquirer) and its wholly owned  subsidiary,  Skyline
     Resources,  Inc. consolidated with the results of operations of Wyoming Oil
     & Minerals,  Inc. from February 6, 2002 (date of  acquisition)  to February
     28, 2002.

        See accompanying notes to the consolidated financial statements.


                                       F-3
<PAGE>

<TABLE>
                          WYOMING OIL & MINERALS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            (Split Table - Section 1)
<CAPTION>

                                                                                                     Accumulated
                                                  Common Stock         Additional                       Other
                                                $.001 Par Value         Paid-in       Accumulated   Comprehensive
                                             Shares        Amount       Capital         Deficit        Income
                                           -----------   -----------   -----------    -----------    -----------
Balance, New Frontier Energy,
<S>                                        <C>           <C>           <C>            <C>            <C>
  November 1, 2001                           8,556,923   $     8,557   $ 2,904,150    $  (411,104)   $      --

Adjustment for reverse
  acquisition of Wyoming
  Oil & Minerals                               990,716        86,919       (76,743)          --             --
Sale of stock                                   25,000           250        49,750           --             --

Net loss                                          --            --            --         (301,112)          --

Unrealized gain on available
  for sale securities                             --            --            --             --          180,842
                                           -----------   -----------   -----------    -----------    -----------

Balance, February 28, 2002 (a)               9,572,639        95,726     2,877,157       (712,216)       180,842

Reclassification adjustment for gain
  on available for sale securities which
  is netted with loss on sale of assets           --            --            --          180,842       (180,842)

Acquisition of subsidiary -
  Blue Star Acid Services                       25,000           250        49,750           --             --

Sale of stock                                  155,000         1,550       190,950           --             --

Conversion of "Bridge Loans"
  to stock                                     664,315         6,643       626,354           --             --

Issuance of stock for
  properties                                    60,000           600       119,400           --             --

Issuance of stock for accounts
  payable and expenses                         117,000         1,170       106,530           --             --

Issuance of preferred stock
  subscriptions                                   --            --            --             --             --

Net loss                                          --            --            --       (1,007,482)          --
                                           -----------   -----------   -----------    -----------    -----------

Balance, February 28, 2003 (b)              10,593,954   $   105,939   $ 3,970,141    $(1,538,856)   $      --
                                           ===========   ===========   ===========    ===========    ===========
</TABLE>

<TABLE>
                          WYOMING OIL & MINERALS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             Split Table - Section 2
<CAPTION>

                                               Preferred Stock        Preferred                      Less
                                                No Par Value            Stock        Warrants       Warrant
                                             Shares       Amount    Subscriptions    Issued      Subscriptions      Total
                                          -----------  -----------   -----------    -----------   -----------    -----------
<S>                                       <C>          <C>           <C>            <C>           <C>            <C>
Balance, New Frontier Energy,
  November 1, 2001                               --    $      --     $      --      $      --     $      --        2,501,603

Adjustment for reverse
  acquisition of Wyoming
  Oil & Minerals                                 --           --            --             --            --           10,176
Sale of stock                                    --           --            --             --            --           50,000

Net loss                                         --           --            --             --            --         (301,112)

Unrealized gain on available
  for sale securities                            --           --            --             --            --          180,842
                                          -----------  -----------   -----------    -----------   -----------    -----------

Balance, February 28, 2002 (a)                   --           --            --             --            --        2,441,509

Reclassification adjustment for gain
  on available for sale securities which
  is netted with loss on sale of assets          --           --            --             --            --             --

Acquisition of subsidiary -
  Blue Star Acid Services                        --           --            --             --            --           50,000

Sale of stock                                    --           --            --             --            --          192,500

Conversion of "Bridge Loans"
  to stock                                       --           --            --             --            --          632,997

Issuance of stock for
  properties                                     --           --            --             --            --          120,000

Issuance of stock for accounts
  payable and expenses                           --           --            --             --            --          107,700

Issuance of preferred stock
  subscriptions                               100,000      417,634      (292,250)        82,366       (57,750)       150,000

Net loss                                         --           --            --             --            --       (1,007,482)
                                          -----------  -----------   -----------    -----------   -----------    -----------

Balance, February 28, 2003 (b)                100,000  $   417,634   $  (292,250)   $    82,366   $   (57,750)   $ 2,687,224
                                          ===========  ===========   ===========    ===========   ===========    ===========
</TABLE>


(a)  Represents the  consolidated  results of operations of New Frontier Energy,
     Inc. (the  accounting  acquirer) and its wholly owned  subsidiary,  Skyline
     Resources,  Inc. consolidated with the results of operations of Wyoming Oil
     & Minerals,  Inc. from February 6, 2002 (date of  acquisition)  to February
     28, 2002.

(b)  Represents  the  consolidated  results  of  operations  of  Wyoming  Oil  &
     Minerals,  Inc.,  New Frontier  Energy,  Inc. and Skyline  Resources,  Inc.
     consolidated  with the results of  operations  of Blue Star Acid  Services,
     Inc. from April 1, 2002 (date of acquisition) to February 28, 2003.

        See accompanying notes to the consolidated financial statements.

                                       F-4
<PAGE>

<TABLE>
                     WYOMING OIL & MINERALS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                                       Period From
                                                                                    Year Ended       November 1, 2001
                                                                                   February 28,       to February 28,
                                                                                     2003 (a)            2002 (b)
                                                                                    -----------        -----------
<S>                                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                                     $(1,007,482)       $  (301,112)
     Adjustments to reconcile net (loss) to net cash
       provided by (used in) operating activities:
          Depreciation, depletion and amortization                                      206,803              3,761
          Common stock issued in lieu of cash for services                               48,000               --
          Common stock issued as a charitable donation                                   26,250               --
          Loss on disposition of oil and gas properties and marketable securities       173,901               --
          Abandonments                                                                   53,414             61,383
          (Increase) decrease in assets:
            Accounts receivable                                                          56,170             17,097
            Inventory                                                                    24,870              4,062
            Prepaid expense                                                                (953)              (906)
          Increase (decrease) in liabilities:
            Accounts payable                                                             49,689           (133,882)
            Accrued expenses and deferred credits                                       225,762             36,198
                                                                                    -----------        -----------
       Net cash used in operating activities                                           (143,576)          (313,399)
                                                                                    -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash from the acquisition of subsidiary                                             18,453             57,061
     Cash and marketable securities used to acquire subsidiary                         (100,000)              --
     Proceeds from sale of marketable equity securities                                  10,862               --
     Collection of note receivable                                                         --               38,000
     Advances to officer                                                                (17,000)              --
     Purchase of property and equipment                                                (407,713)           (13,726)
     Proceeds from sale of property and equipment                                       103,755               --
     (Increase) decrease in other assets                                                  5,190               --
                                                                                    -----------        -----------
       Net cash provided by investing activities                                       (386,453)            81,335
                                                                                    -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt                                                                 341,113               --
     Payment of debt                                                                   (205,805)              --
     Proceeds from issuance of preferred stock                                          150,000               --
     Proceeds from issuance of common stock                                             192,500             50,000
                                                                                    -----------        -----------
       Net cash provided by financing activities                                        477,808             50,000
                                                                                    -----------        -----------

DECREASE IN CASH                                                                        (52,221)          (182,064)

BEGINNING BALANCE                                                                        76,752            258,816
                                                                                    -----------        -----------

ENDING BALANCE                                                                      $    24,531        $    76,752
                                                                                    ===========        ===========

Cash paid for interest                                                              $    66,445        $      --
                                                                                    -----------        -----------

Supplemental schedule of non-cash investing and financing activities:
     Acquisition of subsidiary                                                      $   570,000        $      --
     Conversion of bridge loans and accrued interest to common stock                $   632,997        $      --
     Issuance of stock for oil and gas property                                     $   120,000        $      --
     Vehicles purchased for $76,701 in exchange for notes payable of $64,993        $      --          $    64,993
     Unproven property of $6,667 and equipment held for resale of $5,900
       reclassification from abandonment of well                                    $      --          $    12,567
     Production payment receivable on sale of properties                            $    90,000        $      --
     Equipment additions in accounts payable                                        $      --          $     2,163
     Due on sale of properties (reduction of basis)                                 $   375,000        $      --
     Issuance of stock for accounts payable and expenses                            $   107,700        $      --

</TABLE>


(a)  Represents  the  consolidated  results  of  operations  of  Wyoming  Oil  &
     Minerals,  Inc.,  New Frontier  Energy,  Inc. and Skyline  Resources,  Inc.
     consolidated  with the results of  operations  of Blue Star Acid  Services,
     Inc. from April 1, 2002 (date of acquisition) to February 28, 2003.

(b)  Represents the  consolidated  results of operations of New Frontier Energy,
     Inc. (the  accounting  acquirer) and its wholly owned  subsidiary,  Skyline
     Resources,  Inc. consolidated with the results of operations of Wyoming Oil
     & Minerals,  Inc. from February 6, 2002 (date of  acquisition)  to February
     28, 2002.

         See accompanying notes to the consolidated financial statements

                                       F-5
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Organization and Nature of Business
     -----------------------------------

     The Company was  incorporated  February 23, 1973 under the laws of Wyoming.
     The  Company  engages  principally  in  the  exploration,  development  and
     production  of oil and  gas  which  is  mainly  in  Wyoming  and  Colorado.
     Effective  February  6,  2002 the  Company  acquired  100% of New  Frontier
     Energy,  Inc. and its wholly owned subsidiary in a reverse acquisition (See
     Note 2).  The  Company  also  engages in  oilfield  servicing  through  the
     acquisition of 100% of Blue Star Acid  Services,  Inc.  effective  April 1,
     2002. (See Note 11)

     Principles of Consolidation
     ---------------------------

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned subsidiaries.  All significant  intercompany  accounts
     and transactions have been eliminated.  The Company's  subsidiaries are New
     Frontier Energy, Inc. ("NFE"),  Skyline Resources,  Inc.  ("Skyline"),  and
     Blue Star Acid Services, Inc. ("Blue Star").

     Revenue Recognition
     -------------------

     The Company  recognizes oil and gas revenue from its interests in producing
     wells as oil and gas is produced and sold from those wells.

     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.

     Cash and Cash Equivalents
     -------------------------

     The  Company  considers  all highly  liquid  investments  with an  original
     maturity of three months or less to be cash equivalents.

     Net Income (Loss) per Common Share
     ----------------------------------

     The Company calculates net income (loss) per share as required by Statement
     of Financial  Accounting  Standards  (SFAS) No. 128,  "Earnings per Share."
     Basic earnings (loss) per share is calculated by dividing net income (loss)
     by the weighted average number of common shares outstanding for the period.
     Diluted  earnings  (loss) per share is  calculated  by dividing  net income
     (loss) by the weighted  average number of common shares and dilutive common
     stock   equivalents   outstanding.   During  the  periods   when  they  are
     anti-dilutive,  common stock equivalents, if any, are not considered in the
     computation.  The common shares issued to the  controlling  shareholders in
     the acquisition are considered  outstanding for all periods presented.  The
     outstanding  shares of the shareholders of Wyoming Oil & Minerals,  Inc. as
     of the date of acquisition  are deemed  outstanding for the period February
     6, 2002 through February 28, 2002.

                                       F-6
<PAGE>

                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
     ------------------------------------------------------

     Use of Estimates
     ----------------

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

     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.

     Accounting for Oil and Gas Activities
     -------------------------------------

     The Company uses the  successful  efforts  method of accounting for oil and
     gas producing activities.  Under this method,  acquisition costs for proved
     and unproved  properties are capitalized when incurred.  Exploration costs,
     including  geological  and  geophysical  costs,  the costs of carrying  and
     retaining unproved  properties and exploratory dry hole drilling costs, are
     expensed.  Development  costs,  including  the  costs  to drill  and  equip
     development  wells, and successful  exploratory  drilling costs that locate
     proved reserves, are capitalized. In addition, the Company limits the total
     amount  of  unamortized  capitalized  costs  to the  value  of  future  net
     revenues, based on current prices and costs.

     Revenues from the sale of oil and gas production are recognized  when title
     passes, net of royalties.

     Depreciation, Depletion and Amortization
     ----------------------------------------

     Depreciation  and depletion of the capitalized  costs for producing oil and
     gas  properties  are  provided by the  unit-of-production  method  based on
     proved oil and gas reserves.  Uncompleted wells and equipment are reflected
     at the  Company's  incurred  cost  and  represent  costs  of  drilling  and
     equipping  oil and gas wells that are not completed as of the balance sheet
     date. The costs of unproved leases which become productive are reclassified
     to proved  properties  when proved reserves are discovered in the property.
     Unproved oil and gas  interests are carried at original  acquisition  costs
     including filing and title fees.

     Other Property and Equipment
     ----------------------------

     Other property and equipment consists of furniture,  fixtures and equipment
     and are recorded at cost and  depreciated  using the  straight-line  method
     over the  estimated  useful lives of three to five years.  Maintenance  and
     repairs are charged to expense as incurred.

                                       F-7
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
     ------------------------------------------------------

     Inventories
     -----------

     Inventories consist mainly of cement and acid which are carried at lower of
     cost  (first-in,  first-out)  or  market  and are  held by Blue  Star  Acid
     Services, Inc.

     Inventories  of oil in  tanks  are  carried  at  lower  of  cost  (specific
     identification) or market.

     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.

     Stock-based Compensation
     ------------------------

     The Company has issued its common stock as compensation  to  non-employees.
     The Company  measures the amount of stock-based  compensation  based on the
     fair  value  of the  equity  instrument  issued  or the  services  or goods
     provided as of the earlier of (1) the date at which an agreement is reached
     with  the  non-employee  as to  the  number  of  shares  to be  issued  for
     performance,  or (2) the date at which the  non-employees'  performance  is
     complete.

     Fair Value of Financial Instruments
     -----------------------------------

     Fair  value  estimates  discussed  herein  are based  upon  certain  market
     assumptions  and  pertinent  information   available  to  management.   The
     respective carrying value of certain on-balance-sheet financial instruments
     approximated their fair values.  These financial  instruments include cash,
     note  receivable,  accounts payable and accrued expenses and notes payable.
     Fair values were assumed to approximate carrying values for these financial
     instruments  because they are short term in nature,  their carrying amounts
     approximate fair values, or they are receivable or payable on demand.

     Off-Balance-Sheet Risk
     ----------------------

     Sales 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.

     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
     (losses) on available for sale securities.

                                       F-8
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
     ------------------------------------------------------

     Income Taxes
     ------------

     The Company accounts for income taxes in accordance with SFAS No. 109 which
     requires the liability method of accounting for income taxes. The liability
     method  requires the recognition of deferred tax assets and liabilities for
     the future tax consequences of temporary  differences between the financial
     statement basis and the tax basis of assets and liabilities.

     Recent Pronouncements
     ---------------------

     In June 2001, SFAS No. 143,  "Accounting for Asset Retirement  Obligations"
     was issued. SFAS No. 143 establishes  accounting  standards for recognition
     and measurement of a liability for an asset  retirement  obligation and the
     associated asset retirement cost.  Required  disclosures  include a general
     description  of  the  asset   retirement   obligation  and  the  associated
     long-lived assets and the fair value of assets that are legally  restricted
     for  purposes of settling  asset  retirement  obligations.  SFAS No. 143 is
     effective for financial  statements issued for fiscal years beginning after
     June 15, 2002.  Management  believes that the adoption of SFAS No. 143 will
     have no material effect on the Company's financial statements.

     Reclassifications
     -----------------

     Certain  reclassifications  have been made from the previously  issued Form
     10-QSB's for the year ended  February 28,  2003.  Certain  salaries of Blue
     Star Acid Services,  Inc.  pertaining to the oilfield servicing revenue has
     been reclassified from general and administrative expenses to cost of field
     service  revenues in the amount of $295,204.  Also,  the $151,264  shown as
     change in  marketable  equity  securities  under cash flows from  investing
     activities in the quarterly  10-QSB's has been deleted and other line items
     changed to correct classification errors.

2.   REVERSE ACQUISITION
     -------------------

     Effective  February 6, 2002,  the  Company  closed an  Agreement  for Share
     Exchange  and Plan of  Reorganization  to  acquire  all of the  issued  and
     outstanding  shares of New Frontier  Energy,  Inc.  ("NFE") in exchange for
     8,556,923  shares of the Company's  common stock.  NFE and its wholly owned
     subsidiary,   Skyline   Resources,   Inc.   ("Skyline")  are  also  engaged
     principally in the exploration,  development and production of oil and gas.
     Immediately  following  the  acquisition,  the former  stockholders  of NFE
     controlled the Company.  The transaction was accounted for using accounting
     principles   applicable   to  reverse   acquisitions.   Following   reverse
     acquisition accounting, financial statements subsequent to the closing date
     are presented as a continuation  of NFE. The Company then elected to change
     its year end from  October 31 to  February  28.  Therefore,  the  financial
     statements  reflect the consolidated  financial  position of the Company at
     February 28, 2002 and the results of  operations  from  November 1, 2001 to
     February  28,  2002  including  the  consolidated  operations  of  the  two
     companies  beginning  February 6, 2002. The  acquisition  was valued at the
     fair  value of the  Company's  assets  and  liabilities  as  determined  by
     management on February 6, 2002 (per reverse acquisition  accounting).  Such
     valuation  had the  effect  of  decreasing  total  assets  by  $75,381  and
     decreasing total liabilities by $53,188.

                                       F-9
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements


2.   REVERSE ACQUISITION (Continued)
     -------------------------------

     The  fair  value  of the  assets  acquired  and  liabilities  assumed  were
     allocated as follows:

     Current assets                               $   321,012
     Fixed assets                                     372,500
     Other assets                                       5,777
                                                  -----------
                                                      699,289
     Liabilities assumed                              689,919
                                                  -----------

     Net assets acquired                          $     9,370
                                                  ===========


     Unaudited proforma  information assuming the transaction had been completed
     on November 1, 2001 is as follows. The proforma amounts are not necessarily
     indicative of the results that may be reported in the future.

                                                    Period from
                                                  November 1, 2001
                                                        to
                                                 February 28, 2002
                                                 -----------------
     Sales                                           $   55,313

     Net loss for the period                         $ (399,392)

     Loss per share                                  $     (.05)


3.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consists of the following:

     Land                                                        $     7,264
     Building                                                         45,630
     Proved oil and gas properties                                   106,000
     Unproved oil and gas properties                               2,620,793
     Vehicles                                                        217,812
     Machinery and equipment                                         527,950
     Office furniture and equipment                                   17,788
     Proved oil and gas properties held for resale                    35,000
     Equipment under construction                                    102,650
                                                                 ------------
                                                                   3,680,887
     Less accumulated depreciation, depletion
       and amortization                                             (160,178)
                                                                 ------------

                                                                 $ 3,520,709
                                                                 ============
                                      F-10
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

4.   NOTES PAYABLE
     -------------

     The Company had outstanding notes payable as follows:

     Note to an individual, due on demand,
       interest at 1% over the prime rate
       (4.25% at February 28, 2002) secured
       by a producing well.                             $   3,750

     Note to two individuals, due May 31, 2003,
       interest at 7%, unsecured                          260,000

     Note to a bank, due July 28, 2003,
       interest at 7%, secured by machinery
       and equipment                                       98,447

     Note payable to an individual, due on
       demand, no interest, secured by
       machinery and equipment                             20,000

     Notes payable to officers, due on demand,
       interest at 7%, unsecured                          135,666
                                                        ----------

                                                        $ 517,863
                                                        ==========

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

     Average aggregate short-term borrowings            $ 548,307

     Maximum aggregate short-term borrowings
       at any month end                                 $ 578,750

     Weighted average interest rate                           7.3 %

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

     The Company has incurred  interest  expense on "bridge" loans  converted to
     common  stock of $45,882 at February  28, 2003 which is unpaid and included
     in accrued  expenses on the balance  sheet.  This interest  payable is also
     convertible into common stock.

                                      F-11
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

5.   LONG-TERM DEBT
     --------------

     The Company had long-term debt as follows:

     Note payable to a bank, due in quarterly
       payments of $38,000 including interest at
       .75% above Wall Street Journal prime
       (4.25% at February 28, 2003), maturity
       date March 18, 2005, secured by preferred
       stock of a third party.                          $  485,550

     Note payable to Ford Motor Credit, due in
       monthly payments of $972 at 0%
       financing, maturity date March 14, 2005,
       collateralized by vehicle.                           23,329

     Note payable to GMAC, due in monthly
       payments of $705 including interest at
       5.9%, maturity date March 15, 2006,
       collateralized by vehicle.                           23,180

     Note payable to bank, due in monthly
       payments of $627 including interest at
       6.5%, maturity date January 28, 2008,
       secured by a building                                31,546
                                                        -----------
                                                           563,605
     Less current portion                                 (152,555)
                                                        -----------

                                                        $  411,050
                                                        ===========

     Estimated maturities on long-term debt are as follows:

     February 28, 2004                 $ 152,555
           2005                          160,569
           2006                          237,026
           2007                            6,855
           2008                            6,600
                                       ----------

                                       $ 563,605
                                       ==========

                                      F-12
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

6.   INCOME TAXES
     ------------

     The Company  accounts for income taxes under SFAS No. 109,  "Accounting for
     Income  Taxes",  which requires use of the liability  method.  SFAS No. 109
     provides that deferred tax assets and liabilities are recorded based on the
     differences  between  the tax bases of  assets  and  liabilities  and their
     carrying amounts for financial reporting purposes, referred to as temporary
     differences.  Deferred tax assets and liabilities at the end of each period
     are  determined  using the  currently  enacted tax rates applied to taxable
     income in the periods in which the deferred tax assets and  liabilities are
     expected to be settled or realized.  The provision for income taxes differs
     from the amount computed by applying the statutory  federal income tax rate
     to income  before  provision  for income  taxes.  The  Company's  estimated
     effective tax rate of 38.95% is offset by a reserve due to the  uncertainty
     regarding the realization of the deferred tax asset. It is more likely than
     not that the net tax deferred benefits will not be realized.

     The  provision   (benefit)  for  income  taxes  consist  of  the  following
     components:

                               2003         2002
                              ------       ------
      Current                 $   -        $    -
     Deferred                     -             -

     The tax effects of temporary  differences and carryforwards  that give rise
     to significant  portions of deferred tax assets and liabilities  consist of
     the following:

                                              2003               2002
                                          ------------       ------------
     Deferred tax assets:
       Net operating loss carryforwards   $ 1,759,652        $ 1,355,424
       Marketable equity securities                 -            13,721
     Deferred tax liabilities:
       Property and equipment                (433,281)         (392,259)
       Cash basis difference                  (51,816)                -
                                          ------------       -----------
                                            1,274,555           976,886
     Less valuation allowance               1,274,555)         (976,886)
                                          ------------       -----------

                                          $         -        $        -
                                          ============       ===========

     The  change  in the  deferred  tax asset  valuation  for the  period  ended
     February 28, 2003 was approximately $297,669 increase.

     A reconciliation  of the statutory U.S. federal rate and effective rates is
     as follows:

     Statutory U.S. federal rate             34.00 %
     State income taxes                       4.95
                                             ------
                                             38.95 %
                                             ======

                                      F-13
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

6.   INCOME TAXES (Continued)
     ------------------------

     The  Company's  provision  for  income  taxes  differs  from  applying  the
     statutory U.S.  federal income tax rate to income before income taxes.  The
     primary  differences  result from providing for state income taxes and from
     deducting  certain  expenses  for federal  income tax  purposes but not for
     financial statement purposes.

     The Company has a consolidated  tax loss  carryforward of $4,517,720  which
     expires through 2023. However,  because of the Section 382 limitation,  the
     portion of the Company's total net operating loss carryforward which may be
     utilized through expiration is not currently known but it is more like than
     not that the tax loss carryforwards will not be utilized.

7.   STOCKHOLDERS' EQUITY
     --------------------

     The Company has issued stock purchase  warrants  related to the issuance of
     the "bridge" loans (See Note 4).

        Date                  Expiration            Price           Number
       Issued                    Date             Per Share       Of Shares
     ----------            -----------------    --------------   ----------
     09-14-2000               09-14-2003        $     1.00          100,000
     03-14-2001               03-14-2003              1.00           65,000
     04-03-2001               04-03-2003              1.00           10,000
     07-15-2001               07-15-2003              1.00           11,500
                                                                 ----------
                                                                    186,500
                                                                 ==========

     The Company has also issued  warrants in connection  with  preferred  stock
     subscriptions as described in Note 13.

8.   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.

     The Company has a bank line of credit up to  $120,000.  As of February  28,
     2003 there was $21,553 available to draw down.

9.   IMPAIRMENT OF LONG-LIVED ASSETS
     -------------------------------

     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
     Assets",  requires  that an  asset be  evaluated  for  impairment  when the
     carrying amount of an asset exceeds the sum of the  undiscounted  estimated
     future cash flows of the asset.  In accordance  with the provisions of SFAS
     No. 144, the Company reviews the carrying  values of its long-lived  assets


                                      F-14
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

9.   IMPAIRMENT OF LONG-LIVED ASSETS (Continued)
     -------------------------------------------

     whenever  events or changes in  circumstances  indicate  that such carrying
     values may not be recoverable. If, upon review, the sum of the undiscounted
     pretax cash flows is less than the carrying  value of the asset group,  the
     carrying value is written down to estimated fair value.  Individual  assets
     are grouped for impairment purposes at the lowest level for which there are
     identifiable  cash flows that are largely  independent of the cash flows of
     other groups of assets, generally on a field-by-field basis. The fair value
     of impaired  assets is  determined  based on quoted market prices in active
     markets,  if available,  or upon the present values of expected future cash
     flows using  discount  rates  commensurate  with the risks  involved in the
     asset group.  The  long-lived  assets of the Company,  which are subject to
     evaluation,  consist  primarily  of oil and  gas  properties  and  oilfield
     service equipment.  There were no impairments  required for the fiscal year
     ended  February  28, 2003,  or the period  November 1, 2001 to February 28,
     2002.

10.  RELATED PARTIES
     ---------------

     The Company  rents its  Lakewood,  Colorado  office from a related party at
     $400 per month on a month to month basis. The Company paid $10,200 for shop
     rent and  $15,739 for  hauling  cement to the manager of its field  service
     subsidiary.

     Related party receivables and payables are as follows:

     Due from officers - advances                             $  17,000
     Notes payable officers - See Note 4                       (135,666)
     Accrued expenses due officers - accrued salaries          (249,108)
     Due to outside accountants who subsequent to
       February 28, 2003 was elected Treasurer and
       Director of New Frontier Energy, Inc.                     (3,449)


11.  ACQUISITION OF SUBSIDIARY
     -------------------------

     On May 31, 2002 the  Company  acquired  100% of the issued and  outstanding
     common  stock  of Blue  Star  Acid  Service,  Inc.  ("Blue  Star")  with an
     effective date for  accounting  purposes as of the beginning of business on
     April 1, 2002. Blue Star is an oil field services company  operating in the
     States of Kansas and Oklahoma. Blue Star's equipment consists of trucks and
     oil well service  equipment  and  supplies.  The company has  continued the
     business of Blue Star  following the  acquisition.  The Company valued Blue
     Star  based  upon arms  length  negotiations  considering  the value of the
     equipment and other assets net of Blue Star's liabilities. The Company used
     its cash  reserves to pay for the cash  payment at closing and  anticipates
     that the  revenue  generated  from Blue  Star's  business  will pay for the
     promissory note payments.

     The  Company  acquired  100% of the  stock  of Blue  Star  from  one of its
     shareholders.  The Company  paid  $670,000  for the stock as  follows:  (i)
     $100,000 in cash;  (ii) 400,000 shares of restricted  common stock of Dover
     Petroleum Corp.  owned by the Company,  which the parties have agreed has a
     value of $250,000;  (iii) a  promissory  note for the  principal  amount of


                                      F-15
<PAGE>

                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

11.  ACQUISITION OF SUBSIDIARY (Continued)
     -------------------------------------

     $220,000 with a 7% interest  rate,  $95,000 plus interest  payable 120 days
     after closing and $125,000 plus  interest  payable one year after  closing;
     (iv) a  promissory  note,  payable to an  independent  contractor  for past
     services,  for the  principal  amount of $50,000  with a 7% interest  rate,
     $25,000  plus  interest  payable 120 days after  closing  and $25,000  plus
     interest  payable  one year after  closing;  and (v)  25,000  shares of the
     company's  restricted  common  stock valued at $2.00 per share issued to an
     independent contractor for past services.

     The purchase price is allocated as follows:

     Cash                                             $        18,453
     Accounts receivable                                      227,480
     Prepaid expenses                                          10,199
     Property and equipment                                   471,964
     Land                                                       6,364
                                                      ----------------
        Assets acquired                                       734,460
                                                      ================

     Liabilities assumed                              $        64,460
                                                      ----------------

       Purchase price                                 $       670,000
                                                      ================

     The  allocation  of the original  purchase price has been changed from that
     reported in the Form 10-QSB's due to a decrease of $47,667 in the estimated
     fair  value  of  property  and  equipment  and a  decrease  of  $47,667  in
     liabilities assumed.

     The unaudited proforma  information combines Blue Star's operations for the
     year ended December 31, 2001 with Wyoming Oil & Minerals, Inc.'s operations
     from March 1, 2001 to February 28, 2002 due to the reverse acquisition. The
     proforma amounts are not necessarily  indicative of the results that may be
     reported in the future.

                                                Period ending
                                              February 28, 2002
                                              --------------------
     Sales                                       $  1,262,324
     Net loss for the period                          (11,547)
     Loss per share                                       NIL

12.  SALE OF OIL AND GAS PROPERTIES AND RETAINED PRODUCTION PAYMENT
     --------------------------------------------------------------

     The Company sold certain oil and gas  properties for a total sales price of
     $160,000.  The Company received a promissory note in the amount of $160,000
     collateralized by the property.  The note bears an imputed interest rate of
     6%. The  purchaser is obligated to make  payments out of the gross  revenue
     generated from the existing wells on the property plus any additional wells
     drilled at the rate of 15% of gross  revenues  after  royalties  and taxes.
     Payments  are to commence  on or before May 25, 2003 and to continue  until
     paid in full.  Purchaser  also  agreed to spend a minimum  of $50,000 on or


                                      F-16
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

12.  SALE OF OIL AND GAS PROPERTIES AND RETAINED PRODUCTION PAYMENT (CONTINUED)
     --------------------------------------------------------------------------

     before June 1, 2003 in improvements to the properties. The sale is recorded
     as a retained  production  payment in the  amount of $90,000  after  giving
     effect  to the  imputed  interest  and the  fair  value  of the  properties
     transferred. No gain or loss was recognized in the exchange.

     The Company sold a 36.67%  interest in certain oil and gas properties for a
     total sales price of $400,000 in cash and $500,000  carried interest in its
     remaining 30%  interest.  Under the  provisions of SFAS No. 19,  "Financial
     Accounting and Reporting by Oil and Gas Producing Companies",  the $400,000
     was  recorded  as a reduction  of basis and the Company  records no cost in
     future drilling costs until its share of costs exceeds $500,000. No gain or
     loss was  recognized in the exchange.  Per the Purchase and Sale  Agreement
     dated February 17, 2003,  $25,000 was paid at the time the letter of intent
     was entered into on January 14, 2003,  and the $375,000 was to be paid upon
     execution of the Participation Agreement. The Company was paid the $375,000
     on March 26, 2003.

13.  PREFERRED STOCK
     ---------------

     The Company received  subscriptions  for 100,000 shares of its no par value
     Convertible  series A Preferred  Stock at $5.00 per share on September  30,
     2002. The holders shall be entitled to receive cash dividends at the annual
     rate equal to eight percent of the issue price per share,  payable monthly,
     in  arrears.  These  shares are  convertible  into that number of shares of
     Common Stock  obtained by dividing the issue price of the aggregate  number
     of shares of Preferred  Stock being  converted  plus any accrued but unpaid
     dividends by an amount equal to $1.00. As of February 28, 2003, the Company
     had received $150,000 from the subscriber. The $350,000 subscribed, but not
     paid,  is shown as a reduction of  preferred  stock equity in the amount of
     $292,250  with the  additional  $57,750  shown as a  reduction  of warrants
     issued as described below.

     In connection  with the Preferred Stock  transaction,  the Company issued a
     Warrant to purchase one hundred thousand  (100,000) shares of its $0.01 par
     value Common  Stock.  The warrant may be exercised in whole,  or in part at
     any time prior to  September  30,  2004 at an  exercise  price of $1.25 per
     share.  The warrants were valued at $82,366,  of which $57,750  relating to
     the  unpaid  preferred  stock  subscriptions  is  shown as a  reduction  of
     stockholders' equity.

     The total purchase price of $500,000 which included the above warrants, was
     allocated $417,634 to preferred stock and $82,366 to the warrants.

     Subsequent to February 28, 2003 the  subscription  was defaulted on and the
     $162,500  ($12,500 received after February 28, 2003) received was converted
     to common stock at $1.00 per share and the warrants were cancelled.

                                      F-17
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

14.  SEGMENT INFORMATION
     -------------------

     The  Company has two  principal  operating  segments  which are oil and gas
     production and exploration and oilfield servicing. The following table show
     the  operations  of the  Company's  reportable  segments for the year ended
     February 28, 2003:

<TABLE>
<CAPTION>

                                     Production
                                        And       Oilfield
                                    Exploration   Servicing        Corporate       Total
                                   ------------  ------------    -----------   -------------
<S>                                <C>           <C>             <C>           <C>
     Sales                         $    46,769   $ 1,237,613     $        -    $  1,284,382
     Net sales                          26,303       552,877              -         579,180
     Net earnings (loss)              (178,395)       41,179       (870,266)     (1,007,482)
     Earnings (loss) before
        Income taxes                  (178,395)       41,179       (870,266)     (1,007,482)
     Total assets                    2,897,890       944,360        392,046       4,234,296
     Capital expenditures              162,887       364,826              -         527,713
     Depreciation, depletion and
        Amortization                    85,289        98,463         23,051         206,803
     Interest income                         -             -          3,349           3,349
     Interest expense                        -             -         76,895          76,895
     Abandonments                       53,414             -              -          53,414
</TABLE>

15.  SUBSEQUENT EVENT
     ----------------

     Effective  February  28,  2003,  the  Company  transferred  its  assets and
     liabilities  related  to oil  and gas  production  and  exploration  to its
     subsidiary, New Frontier Energy, Inc., in anticipation of a spin-off of New
     Frontier  Energy,  Inc. and its  subsidiary,  Skyline  Resources,  Inc. The
     spin-off will constitute approximately 76% of total consolidated assets and
     71%  of  total   consolidated   liabilities.   A  spin-off   constitutes  a
     distribution to the Company's  shareholders of the subsidiary's  stock. The
     Company is currently in the process of filing Form SB-2 with the Securities
     and  Exchange  Commission  (SEC) to  accomplish  the  above  spin-off.  The
     registration statement must be approved by the SEC.

16.  MAJOR CUSTOMER
     --------------

     Approximately  61% of field service revenues were from one customer,  Devon
     Energy Production.

17.  DRILLING AND SEISMIC OPTION AGREEMENT AND TERMINATION
     -----------------------------------------------------

     The Company,  as a working interest  holder,  was party to the Drilling and
     Seismic  Option  Agreement on the Nucla  Prospect  dated  February 24, 2003
     whereby Solaris Exploration,  Inc. was granted an exclusive and irrevocable
     option to  acquire  100% of the  leasehold  interests  in and to the leases
     and/or drill test wells on a certain drilling block,  subject to a reserved
     overriding  royalty  interest.  To evaluate whether to exercise the option,
     Solaris  agreed to drill test wells at their  sole  expense  and to perform
     seismic operations. The option exercise price was $150,000 of which $50,000
     was received in February,  2003,  $50,000 was due before April 30, 2003 and
     $50,000 was due before July 31, 2003. On April 26, 2003, Solaris terminated
     the entire agreement and will not pay the additional $100,000 due. However,
     the $50,000 received was non-refundable and Wyoming Oil & Minerals,  Inc.'s
     share of $12,636 was recorded a reduction in basis of the Nucla Prospect.

                                      F-18


<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

18.  MARKET RISK
     -----------

     The Company's  major market risk  exposure is in the pricing  applicable to
     its oil and gas  production.  Realized  pricing is primarily  driven by the
     prevailing  worldwide price for crude oil and spot prices applicable to its
     natural  gas  production.  Historically,  prices  received  for oil and gas
     production  have been volatile and  unpredictable  and price  volatility is
     expected to continue.

19.  LITIGATION
     ----------

     The  Company  has been  advised  that  the  Company's  subsidiary,  Skyline
     Resources,  Inc., has been  threatened with a civil lawsuit arising from an
     indemnification  agreement  allegedly  executed on behalf of  Skyline.  The
     threat  apparently  arises from a lease  option  agreement  executed by the
     Company in 2002. It is a threatened  third-party claim in connection with a
     currently  pending matter.  The Company  believes that since the option was
     never  exercised,  the claim is without merit.  However,  the claim has not
     been filed, and no detailed  investigation has yet been undertaken.  If the
     claim is filed, Skyline intends to vigorously defend the matter.

20.  SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited)
     -------------------------------------------------

     Capitalized Costs

     Capitalized   costs  relating  to  the  Company's  oil  and  gas  producing
     activities as of February 28, 2003, and February 28, 2002 are as follows:

                                                   2003            2002
                                                -----------    -----------
     Proved properties                          $  106,000     $  371,500
     Unproved properties                         2,610,793      2,914,267
                                                -----------    -----------
                                                $2,716,793     $3,285,767
                                                ===========    ===========

     Accumulated depreciation and depletion     $   52,918     $      624
                                                ===========    ===========

     Costs  incurred  in oil  and  gas  property  acquisition,  exploration  and
     development activities

     Costs  incurred  in oil  and  gas  property  acquisition,  exploration  and
     development activities,  including capital expenditures,  are summarized as
     follows for the year ended February 28, 2003 (all in the United States):

     Property acquisition costs:
       Proved properties                      $      -
       Unproved properties                    $154,940
       Exploration costs                      $ 56,985
       Development costs                      $      -

                                      F-19


<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

20.  SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited)
     -------------------------------------------------

     Results of operations for oil and gas producing activities

     The results of operations for oil and gas producing  activities,  excluding
     capital  expenditures  and corporate  overd interest  costs,  are as
     follows for the year ended February 28, 20 in the United States):

     Revenues                                 $   46,769
     Production costs                             73,072
     Exploration costs                            56,985
     Depreciation and depletion                   85,289
                                               ----------

                                              $ (168,577)
                                               ==========

     Oil and Gas Reserve Quantities
     ------------------------------

     In  accordance  with SFAS  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  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 ending  proved  reserves  and  related  valuations  were
     determined by management due to the small amount of reserves.  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.

                                      F-20
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements


20.  SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited) (Continued)
     -------------------------------------------------------------

     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 period
     November 1, 2001 to February 28, 2002 and the year ended February 28, 2003:

                                                2003                2002
                                         ------------------   -----------------
                                           Oil        Gas       Oil       Gas
                                         (bbls)      (mcf)    (bbls)     (mcf)
                                         -------   --------   -------   -------
     Proved reserves:
       Beginning of period               14,795     68,258         -         -
       Revisions of previous estimates        -          -         -         -
       Purchase of minerals in place          -          -    15,027    68,258
       Production                        (2,707)    (7,552)     (232)       -
       Sales of minerals in place        (9,141)         -         -         -
                                         -------   --------   -------   -------

     End of period                        2,947     60,706    14,795    68,258
                                         =======   ========   =======   =======

     Proved developed reserves:
       Beginning of year                 14,795     68,258         -         -
                                         =======   ========   =======   =======
       End of year                        2,947     60,706    14,795    68,258
                                         =======   ========   =======   =======

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

     SFAS 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
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   Notes to Consolidated Financial Statements

20.  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 February 28,
     2003 and 2002.

                                                  2003            2002
                                               ----------      ----------
     Future cash inflows                       $ 310,206       $ 340,847
     Future production and
      development costs                          (45,499)       (202,707)
     Future income tax expenses                        -               -
                                               ----------      ----------
     Future net cash flows                       264,707         138,140

     10% annual discount for
      estimated timing of cash flows            (168,545)        (58,633)
                                               ----------      ----------
     Standard measure of discounted
      future net cash flows                    $ 96,162        $ 79,507
                                               ==========      ==========

     The  following  are the  principal  sources of changes in the  standardized
     measure of discounted future net cash flows:

                                                            2003
                                                        -----------
     Sales and transfers of oil and gas produced,
      net of production costs                           $   59,170
     Net changes in prices                                 188,903
     Revisions of previous quantities estimates                  -
     Net change from purchases and sales of
      minerals in place                                   (211,157)
     Accretion of discount                                  (5,863)
     Net changes in income taxes                                 -
     Other - production costs                              (14,398)
                                                        -----------

       Net decrease                                         16,655

     Estimated standardized measure:
       Beginning of year                                    79,507
                                                        -----------

      End of year                                       $   96,162
                                                        ===========

                                      F-22
<PAGE>



May 23, 2003


To the Management and the Board of Directors
Wyoming Oil & Minerals, Inc.
Colorado Springs, Colorado

In planning and  performing  my audit of financial  statements  of Wyoming Oil &
Minerals,  Inc. for the year ended February 28, 2003, I considered the Company's
internal control to plan my auditing procedures for the purpose of expressing my
opinion on the financial statements and not to provide assurance on the internal
control.

However,   during  my  audit,  I  became  aware  of  certain  matters  that  are
opportunities for strengthening internal controls and operating efficiency. This
letter does not affect my report dated May 23, 2003 on the financial  statements
of Wyoming Oil & Minerals, Inc.. I have already discussed many of these comments
and suggestions with various Company  personnel and I will be pleased to discuss
these comments in further detail at your convenience,  to perform any additional
study of these matters, or to assist you in implementing the recommendations. My
comments are summarized as follows:

Organizational Structure
         The size of the Company's accounting and administrative staff precludes
         certain  internal  controls that would be preferred if the office staff
         were  large   enough  to  provide   optimum   segregation   of  duties.
         Responsibilities  should be assigned so that different employees handle
         different  elements  of the same  transactions.  Employees  who  record
         transactions, and also, for example, have access to assets are often in
         a  position  to  perpetuate  errors  or  commit  fraud  that  might  go
         undetected.

         Although  it is may not be cost  justified  for the Company to increase
         its  accounting  staff to provide  better or  adequate  segregation  of
         duties,  it is my duty to report this weakness to you.  This  situation
         dictates that the Board of Directors  remain  involved in the financial
         affairs of the  Company to provide  oversight  and  independent  review
         functions.  This is  particularly  needed  for Blue Star due to being a
         remote location where day to day control can not be applied.

This  report is  intended  solely  for the  information  and use of the Board of
Directors,  management,  and others within the Company and is not intended to be
and should not be used by anyone other than these specified parties.

                                                  /s/ Maurice M. Morton
                                                  ---------------------------
                                                  Maurice M. Morton
                                                  Certified Public Accountant

Casper, Wyoming
May 23, 2003

                                      F-23