UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

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


                  For the fiscal year ended February 29, 2004.


                         Commission file number: 0-7919


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


          Wyoming                                            83-0217330
          -------                                            ----------
(State or other jurisdiction                         (I.R.S. Identification No.)
of incorporation or organization)


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


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


         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

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 [ ].
<PAGE>
     The aggregate market value of the 923,363 shares of common stock held by
non-affiliates of the Company was approximately $3,693,452 on June 8, 2004,
calculated using the last sales price of the common stock of $4.00 on that date
as reported on the OTC Bulletin Board. On June 8, 2004, there were 1,297,567
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..................................................6
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................6

PART II........................................................................6

   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........6
   ITEM 6.  MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........7
   ITEM 7.  FINANCIAL STATEMENTS..............................................14
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE..........................................14
   ITEM 8A. CONTROLS AND PROCEDURES...........................................14

PART III......................................................................15

   ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT........15
   ITEM 10: EXECUTIVE COMPENSATION............................................16
   ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....18
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..............19
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................19
   ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES............................21

SIGNATURES....................................................................23


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






                                       ii
<PAGE>



                             Additional Information

     Descriptions in this Report are qualified by reference to the content 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.

     Until April 2004, we were engaged in the oil and gas industry. Through our
subsidiaries, New Frontier Energy, Inc. ("NFE") and Blue Star Acid Services,
Inc. ("Blue Star"), we explored for oil and gas and operated an oil and gas
field service operation. Effective June 30, 2003, NFE was spun out to our
shareholders in a distribution which was completed in April 2004. Also in April
2004, we completed the sale of all of the assets of Blue Star to an unrelated
third party. As a result of these two transactions, we are no longer engaged in
the oil and gas industry. Our remaining assets primarily consist of cash, and we
are investigating opportunities, both within and outside the oil and gas
industry, to make acquisitions to increase shareholder value.

Overview of Reorganization

     In connection with a strategic overview of our business and operations, our
Board of Directors initially determined to separate our oil and gas development
and production operations from those of our field service operations. This was
accomplished through the distribution of NFE to our shareholders. The Board's
decision was motivated primarily by its efforts to maximize shareholder value
and efforts to increase the price of our stock. Our Board did not believe the
markets favorably perceived the combination of oil and gas exploration and
development with field service operations. Accordingly, the distribution was
designed to separate NFE from Blue Star.

     With the remaining assets and operations of Blue Star, the Board undertook
an investigation of a means of expanding or supplementing those operations.
However, in the course of that investigation, Blue Star received notice that its
largest customer, Devon Energy, Inc., had sold substantially all of its oil and
gas properties in the area and that the purchaser would likely not require the
services of Blue Star. Devon Energy Production accounted for approximately 50%
of Blue Star Revenue during 2004. The loss of this customer could significantly
affect the future operations of Blue Star. Shortly thereafter, we received an
offer to purchase all of the Blue Star assets for cash on what our Board
determined to be favorable terms. As a result, the sale of Blue Star was
completed in April 2004. See, "-Sale of Blue Star," below.

     As a result of these two transactions, our remaining assets consist
primarily of cash that remains from the sale of Blue Star. NFE now operates as a
stand-alone entity and continues efforts to develop and produce its oil and gas
properties. Its common stock trades over-the-counter independently of ours and
is quoted on the OTC Bulletin Board under the symbol "NFEI." Additional
information about NFE can be obtained from filings made by it with the
Securities and Exchange Commission and available on the Commission web site at
www.sec.gov.


                                       1
<PAGE>
     Our Board of Directors continues to believe that numerous opportunities
exist for increasing shareholder value in the oil and gas industry. However,
these opportunities are not without risk. Factors favorably affecting oil and
gas companies in general include higher prices for oil and natural gas,
increased investor interest in natural resource companies and the availability
of investment capital. Mitigating these positive factors are higher prices for
oil and gas properties, increased competition for capital and attractive
properties and higher production costs. However, we believe significant
opportunities remain available.

     Our Board is currently reviewing strategic alternatives with regard to the
future of the Company. This will include a continuing evaluation of the oil and
gas industry, as well as a comparison of that industry to others in which the
Company might engage and which might contribute to shareholder value. The result
of these deliberations, together with the availability of capital to finance any
proposed transaction, will determine our operations in the immediate future.
Included in our investigation will be opportunities with non-public operating
companies who are seeking a public market for their securities through a merger
with, or acquisition by, a publicly traded company.

Future Transactions

     The Company intends to search throughout the United States and abroad for
an acquisition candidate. Other than our management's experience in, and
familiarity with, the oil and gas industry, there is no basis to predict the
industry in which any acquisition candidate may be engaged. The result will
depend to a large extent on the opportunities that are discovered by, or
presented to, our management and approved by our Board of Directors. That
decision, in turn, will depend on our analysis of the financial condition,
results of operation, business plan and other attributes of the candidates.
However, because of our relative lack of capital, we believe the assets and
operations of any acquisition candidate may be limited.

     Our executive officers have sought acquisition candidates orally and in
writing through various individuals, broker-dealers, investment bankers and
other individuals and entities engaged in the financial services industry. These
contacts are initially oral and generally followed by submission of written
information if the candidate warrants. Our officers have substantial experience
in the financial services industry and investigating, structuring and completing
mergers and acquisitions. See, Item 9. "Directors, Executive Officers, Promotes
and Control Persons."

     In certain circumstances, we may employ the services of outside consultants
to assist in the evaluation or completion of one or more of these transactions.
However, due to our limited resources, we have not retained the services of an
investment banker or other expert to assist in this process.



                                       2
<PAGE>



     Our shareholders will likely not have the opportunity to ratify or approve
any proposed merger or acquisition. Except in limited circumstances, nothing in
our Articles of Incorporation, Bylaws or governing statutes require that such a
transaction be submitted to the shareholders for approval. Also, since our stock
is not quoted in Nasdaq, the rules of that regulatory body do not mandate
shareholder review or approval. Accordingly, the decisions will likely be left
to our Board of Directors. In that event, shareholders would likely not be
entitled to dissenters' rights in connection with any transaction. Dissenters'
rights affords a shareholder the right, subject to satisfaction of certain
procedural requirements, to dissent from certain transactions and obtain payment
for the fair value of the stock owned by the shareholder. This may adversely
affect the interest of shareholders in the Company.

     The investigation of specific business opportunities and the negotiation,
preparation and finalization of relevant agreements will require substantial
management time and attention and fees for accountants, attorneys, investment
bankers and others. These fees and expenses may consume a significant portion of
our remaining capital.

     Depending on when any acquisition or other transaction is completed, recent
rules adopted by the Commission may further affect the amount of capital
required to complete any transaction. In April of this year, the Commission
proposed rules that would require "shell companies," when ceasing to be such as
a result of a merger or acquisition, to file on Form 8-K the same information
that would be required in a Form 10 or 10-SB, including audited financial
statements, within four business days of the completion of the transaction. A
shell company is one that has no or nominal operations and no or nominal assets
or assets that consist solely of cash and cash equivalents. If adopted as
proposed, the rule would go into effect beginning August 23, 2004. The effect of
this rule would be to make any proposed merger or acquisition more time
consuming and expensive to complete, in view of these additional disclosure
rules.

Form of Acquisition

     The manner in which the Company participates in any future business
opportunity will depend on the nature of the opportunity, the respective needs
and desires of the Company and the other entity and the relative negotiating
strength of each participant. Notwithstanding this uncertainty, however, it is
anticipated that any acquisition will likely involve issuance of a substantial
amount of authorized but unissued Company stock. Due to our limited capital
resources, this will be true whether the proposed candidate is a participant in
the oil and gas industry, a different, unrelated industry or an operating,
private-held entity seeking the perceived benefits of becoming a publicly traded
company. The amount of stock issued in any transaction will depend on a number
of factors, including the value of the assets of the target company, the results
of its operations in the recent past, its potential future operations, the
relative bargaining positions of the parties, and the strength of its
management, but will likely equal a majority of the stock outstanding after the
transaction. As a result of the issuance of stock in connection with any
transaction, the interest of existing shareholders in the Company will be
significantly diluted.




                                       3
<PAGE>



     In addition to the dilution of existing shareholders, the Company would
likely experience a change in management and its Board of Directors in
connection with any transaction. Assuming that the amount of stock issued in
connection with the transaction equals a majority of the amount outstanding, the
holders of newly issued stock would be in a position to elect the entire Board
of Directors, since our Articles do not provide for cumulative voting. In
recognition of this fact, and to facilitate any transaction, it is likely that
our management and Board will resign in connection with any transaction and be
replaced by individuals nominated by the target company and its shareholders.
Investors in our company will likely not have the opportunity to vote on any of
these new individuals until the first annual meeting of shareholders following
completion of the transaction.

Sale of Blue Star

     Pursuant to an agreement dated April 20, 2004, the Company's subsidiary,
Blue Star Acid Services, Inc., sold all of its assets to Consolidated Oil Well
Services, Inc., an independent third party. The assets sold to Consolidated
include machinery and equipment, inventory, real property and all other assets
used in the operations of Blue Star's oil field service business. Consideration
for transfer of the assets included (i) $1,200,000 in cash; (ii) the assumption
of approximately $125,000 of Blue Star debt; and (iii) assumption of certain
trade payables. All of the cash consideration was paid at the closing and Blue
Star and the Company agreed to indemnify the purchaser against all Blue Star
liabilities except those specifically assumed at the closing. Also in connection
with the transfer, both Blue Star and the Company agreed not to compete,
directly or indirectly, with the purchaser in the States of Kansas or Oklahoma
in any type of business in which Blue Star was engaged within the one-year
period prior to the date of the agreement.

     One of the factors affecting our decision to dispose of Blue Star was the
price received from the purchaser. While we did not obtain an appraisal of the
assets prior to sale, we believe the price was extremely competitive. That
decision was based partly on the experience of our management in the oil and gas
industry and partly on a comparison of the sale price to the original purchase
price for Blue Star. Blue Star was acquired in May 2002 for a price of $670,000.
The sales price received was therefore approximately twice the purchase price.

     Prior to the sale of the Blue Star assets, it was engaged in the oil field
service business. It provided materials and services associated with drilling
oil and gas wells, including cementing, acidizing, water hauling and related
work. Its operations were conducted exclusively in the States of Oklahoma and
Kansas.

Proposed Acquisition of Truact Americas, Inc.

     In March 2004, the Company executed a non-binding letter of intent to
acquire Truact Americas, Inc., a privately held Delaware corporation engaged in
the electronic security business. The letter of intent contemplated that the
Company would acquire all the outstanding stock of Truact in exchange for
issuance of its common stock. The acquisition was subject to several conditions
including the execution of a definitive agreement and continuing due diligence
by both companies.



                                       4
<PAGE>



     In the course of its investigation, the Company determined that the
proposed acquisition is not consistent with its business plan, and has
terminated the letter of intent and any further discussions related to the
acquisition.

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.

     As a publicly traded entity, the Company is subject to regulation by the
Commission and similar state securities commissions. These regulations may
affect the manner in which any acquisition is completed and the disclosure
obligations in connection with any transaction. Compliance with these
requirements may increase the cost of any transaction and make completion of the
transaction more difficult.

Item 2.   Description of Properties

     All of our properties were transferred or sold in connection with the
distribution of NFE and sale of Blue Star. All of our oil and gas properties
were transferred to NFE effective February 28, 2003. The real property owned by
Blue Star and used in its operations was sold in connection with the sale of the
assets of that entity. Accordingly, we have no remaining properties.

Facilities

     Our executive and administrative headquarters are located at 5525 Erindale
Drive, Suite 201, Colorado Springs, Colorado 80918. We share this space with
certain administrative functions of NFE under a month-to-month lease for monthly
rent of $1,220.

     We believe that our facilities are adequate for the foreseeable future.

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.

     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.



                                       5
<PAGE>



Item 3.   Legal Proceedings

     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.

     The Company held a special meeting of its shareholders on December 15, 2003
to consider an increase to its authorized capital and a reverse split of its
common stock. At the meeting, the shareholders approved an increase in the
authorized common stock from 25 million to 50 million shares and approved a one
for ten reverse split of the common stock. The following table illustrates the
votes cast at the meeting:

Proposal 1:  Adoption of Articles of Amendment to the Articles of Incorporation
             increasing the authorized common stock of the Company from
             25,000,000 shares to 50,000,000 shares.

            Votes For:  9,948,527;   Votes Against:  70,712;    Abstain:  6,549

Proposal 2:  Ratify and approve a reverse stock split of outstanding common
             stock on a 1 for 10 basis.

            Votes For:  8,514,606;   Votes Against:  275,125;   Abstain:  17,010



                                     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. All prices have been
adjusted to reflect a one for ten stock-split effective January 19, 2004. 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, 2003                      $14.00       $  8.00
         August 31, 2003                    10.50          6.50
         November 30, 2003                   7.50          5.00
         February 28, 2004                   8.00          4.50



                                       6
<PAGE>



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

         May 31, 2002                      $39.50       $11.00
         August 31, 2002                    29.50         6.00
         November 30, 2002                  20.50         6.00
         February 28, 2003                  18.50         7.50


     As of February 29, 2004, there were 1,500 record holders of our common
stock. We estimate that there were approximately 1,650 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. 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

     The following discussion and analysis covers our financial condition at
February 29, 2004 and changes in our financial condition since February 28,
2003, the end of the prior fiscal year. It also covers our results of operation
for the two fiscal years ended February 29, 2004. The "2003 fiscal year" refers
to the period from March 1, 2002 to February 28, 2003 and the "2004 fiscal year"
refers to the period from March 1, 2003 to February 29, 2004.

     Effective June 30, 2003, our subsidiary NFE was distributed to our
shareholders in a spin-off. In anticipation of that transaction, we transferred
certain assets and liabilities to NFE effective February 28, 2003. Since the
financial statements of NFE were consolidated with ours until June 30, 2003
under applicable accounting principles, the assets and liabilities that were
transferred in fiscal 2003 still appeared in our consolidated statements at
February 28, 2003. However, effective June 30, 2003, all of the assets,
liabilities and operations of NFE were transferred. As a result of the spin-off,
the operations of NFE are shown as a loss from discontinued operations in the
accompanying financial statements. See Note 2 to the consolidated financial
statements.

     Our remaining operations for fiscal 2004 relate to our subsidiary, Blue
Star Acid Services, and its field service operations. However, the assets of
that subsidiary were sold subsequent to the 2004 fiscal year end. See Note 13 to
the consolidated financial statements.

     Due to the disposition of our oil and gas exploration and development
operations in fiscal 2003 and our oil field service operations in fiscal 2005,
we do not believe that our past operating results are indicative of future
operating results. Potential investors should be aware of the information set
forth under Item 1. Description of Business, before investing in our common
stock. Please also refer to the information set forth below under
"-Forward-Looking Statements."


                                       7
<PAGE>



Liquidity and Capital Resources

     Our liquidity and capital resources improved significantly from year-end
February 28, 2003 to February 29, 2004. At February 29, 2004, the deficit in our
working capital had improved to $137,850, an increase of $377,268 from year-end
2003. Current assets of $292,235 included cash of $170,638 and accounts
receivable of $97,957. Thus, our liquidity during 2004 improved substantially
from 2003. The sale of Blue Star's assets subsequent to the fiscal year end
further improved our liquidity. However, we sold the assets that have
historically been responsible for generating all of our operating cash flow.

     As a result of the sale of Blue Star in April 2004, all of our debt and
then-existing liabilities were paid in full. We entered fiscal 2005 with
sufficient liquidity and capital resources for the remainder of that fiscal
year. Our existing resources will be devoted to investigating and completing one
or more transactions designed to increase shareholder value.

     During the year ended February 29, 2004, our operating activities used
$328,248 of cash. Our net loss of $617,786 was partially offset by non-cash
expenses of depreciation, depletion and amortization in the amount of $196,107.
The remaining difference between our net loss and the cash used in operations is
attributable to changes in our assets and liabilities.

     Cash used in investing activities totaled $754,639. This represents the
purchase of property and equipment by our Blue Star subsidiary.

     Cash used in operations and investments was more than offset by cash
provided by financing activities and the discontinued operations of NFE.
Financing activities, primarily proceeds from the sale of common stock in a
private placement, provided $1,181,176 of cash. During the 2004 fiscal year, we
sold 201,096 shares of our common stock for gross proceeds of $1,323,075.
Approximately $788,000 of that amount was transferred to NFE prior to completion
of the spin-off. The remainder has been, or will be, used for working capital.
Overall, cash increased $146,195 during 2004.

     The overall increase in cash during fiscal 2004 represents a significant
improvement from fiscal 2003, during which we used $52,309 of cash. Our net loss
during fiscal 2003 ($1,007,482) was significantly higher than fiscal 2004. We
also raised less cash from financing activities during fiscal 2003. As a result
of the improvement during fiscal 2004, we ended the fiscal year in significantly
better financial condition than the prior year.

     During fiscal 2005, any cash not utilized to investigate or complete an
acquisition may be available as working capital in connection with any acquired
operations.


                                       8
<PAGE>



Results of Operations

Year ended February 29, 2004
----------------------------

     During the year ended February 29, 2004, we reported a net loss of
$617,786, or $.48 per share, on revenue of $1,587,195. The net loss for 2004
represents an improvement of 48% from the net loss incurred in 2003. That
improvement, in turn, is primarily attributable to the discontinued operations
of NFE. During 2003, discontinued operations produced a net loss of $517,729,
compared to a loss of only $147,722 during 2004.

     The field services operations of Blue Star produced a gross profit of
$794,898, or 51% of revenue, during 2004. The profit margin of 51% represents a
slight improvement from 2003. However, the gross profit was insufficient to fund
general and administrative expenses, depreciation, depletion and amortization
and the loss from discontinued operations.

     General and Administrative Expenses. General and administrative expenses
increased approximately 48% from 2003 to 2004. The major factors contributing to
the increase were professional fees to financial consultants of $75,000 and
$95,000 increased wages of Blue Star.

     Depreciation, depletion and amortization increased slightly from 2003 to
2004, reflecting additional assets acquired during the year by Blue Star. Oil
and gas production and exploration costs incurred during 2003 were not repeated
during 2004, as we transferred our exploration and development operations with
NFE.

     Other Income (Expense). Other expense decreased significantly from 2003 to
2004. The losses on sale of assets decreased significantly in 2004, as the
Company had disposed of most of its unproductive property during the previous
year.

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 $1,283,692. 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.



                                       9
<PAGE>



     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,
2002, 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 $22,998, 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.

     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.


                                       10
<PAGE>



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
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.


                                       11
<PAGE>
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.

     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.

Risk Factors

     Investors should consider the following risks in connection with an
investment in our company, in addition to the other information set forth in
this report:

     Our stock price may be volatile and as a result you could lose all or part
of your investment. In addition to volatility associated with OTC securities in
general, the value of your investment could decline due to the impact of any of
the following factors upon the market price of our common stock:

     o    Changes in the world wide price for oil or natural gas;

     o    Disappointing results from our discovery or development efforts;

     o    Failure to meet our revenue or profit goals or operating budget;


                                       12
<PAGE>
     o    Failure to complete an announced acquisition;

     o    Decline in demand for our common stock;

     o    Downward revisions in securities analysts' estimates or changes in
          general market conditions;

     o    Technological innovations by competitors or in competing technologies;

     o    Investor perception of our industry or our prospects; and

     o    General economic trends.

     In addition, stock markets have experienced extreme price and volume
fluctuations and the market prices of securities have been highly volatile.
These fluctuations are often unrelated to operating performance and may
adversely affect the market price of our common stock. As a result, investors
may be unable to resell their shares at a fair price.

     Issuances of our stock in the future could dilute existing shareholders and
adversely affect the market price of our common stock, if a public trading
market develops.   We have the authority to issue up to 50,000,000 shares of
common stock, 2,000,000 shares of preferred stock, and to issue options and
warrants to purchase shares of our common stock without stockholder approval.
Because our common stock is not currently quoted in Nasdaq or listed on an
exchange, we are not required to solicit shareholder approval prior to issuing
large blocks of our stock. These future issuances could be at values
substantially below the price paid for our common stock by our current
shareholders. In addition, we could issue large blocks of our common stock to
fend off unwanted tender offers or hostile takeovers without further stockholder
approval. Because trading in our common stock is limited, the issuance of our
stock may have a disproportionately large impact on its price compared to larger
companies.

     The issuance of preferred stock by our Board of Directors could adversely
affect the rights of the holders of our common stock.   An issuance of preferred
stock could result in a class of outstanding securities that would have
preferences with respect to voting rights and dividends and in liquidation over
the common stock and could, upon conversion or otherwise, have all of the rights
of our common stock. Our Board of Directors' authority to issue preferred stock
could discourage potential takeover attempts or could delay or prevent a change
in control through merger, tender offer, proxy contest or otherwise by making
these attempts more difficult or costly to achieve.

     Wyoming law and our Articles of Incorporation may protect our directors
from certain types of lawsuits. Wyoming law provides that our directors will not
be liable to us or our stockholders for monetary damages for all but certain
types of conduct as directors. Our Articles of Incorporation permit us to
indemnify our directors and officers against all damages incurred in connection
with our business to the fullest extent provided or allowed by law. The
exculpation provisions may have the effect of preventing stockholders from
recovering damages against our directors caused by their negligence, poor
judgment or other circumstances. The indemnification provisions may require us
to use our limited assets to defend our directors and officers against claims,
including claims arising out of their negligence, poor judgment, or other
circumstances.


                                       13
<PAGE>
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

     In a letter dated November 25, 2003, but received on December 1, 2003,
Wyoming Oil & Minerals, Inc. (the "Company") was notified that Maurice M.
Morton, CPA, had resigned as its principal accountant and auditor. The reports
of Maurice M. Morton, CPA for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.

     During the Company's two most recent fiscal years and the interim period
through December 1, 2003, there were no disagreements with Mr. Morton on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope and procedure which, if not resolved to his satisfaction would
have caused Mr. Morton to make reference to the matter in his report. Further,
through December 1, 2003, the Company has not received notice from Mr. Morton of
any reportable events as that term is described in Item 304(a)(1)(iv)(B) of
Regulation S-B.

     Following the resignation of Mr. Morton as its principal accountant and
independent auditor, the Company engaged Stark Winter Schenkein & Co., LLP in
that capacity. That engagement was approved by the Company's Board of Directors
on December 2, 2003. During the two most recent fiscal years and the interim
period through December 2, 2003, the Company had not consulted Stark Winter
Schenkein & Co., LLP, regarding any matter requiring disclosure in this Form
8-K.

Item 8A.  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 February 29, 2004, 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 affect those controls subsequent to the date of
their evaluation.


                                       14
<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             47           Chairman of the Board of Directors
                                              and Secretary

Bill M. Conrad                   47           President,  Chief  Financial and
                                              Accounting  Officer,  Treasurer
                                              and Director

Jubal S. Terry                   46           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 or until they resign or are removed. 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 formerly traded on the American Stock
Exchange.


                                       15
<PAGE>



     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.

     Jubal S. Terry.  Director. In 1998, Mr. Terry co-founded Skyline Resources,
Inc. where he still serves as president. Skyline is a subsidiary of NFE and the
owner of the Slater Dome/Coal Bank Draw methane gas prospect. 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.

     We have not adopted a formal ethics policy for our chief executive officer
or senior financial officers, due to our status as a Bulletin Board company with
few management personnel. We believe that our Board can successfully oversee and
manage our existing officers and employees. However, we believe that an ethics
policy is important and intend to consider adopting such a policy in the future.

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.


                                       16
<PAGE>


<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION


                                                               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 29, 2004       $108,000               0                    0
Chairman of the Board
                           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



Bill M. Conrad,            Year ended February 29, 2004        108,000               0                    0
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
</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.


Non-Qualified Stock Option Plan

     On April 16, 2004, we adopted the Wyoming Oil & Minerals, Inc.
Non-Qualified Stock Option and Stock Grant Plan ("Plan"). The Plan allows for
the issuance of non-qualified options and the grant of stock or other equity
incentives to our employees, consultants, directors and other individuals
providing service of special significance to our company. The Plan is
administered by our Board of Directors, which may delegate its authority to a
committee of its members. The Plan provides for the issuance of up to 250,000
shares or options.

     Options and stock grants may be made to employees, consultants, directors
and other individuals or entities determined by the committee. The terms of the
options or the grants, including the number of shares covered by the option or
award, the exercise price, vesting schedule, if any, and term, are determined in
the sole discretion of the Board. Since all of the options that may be granted
under the Plan are non-qualified, the recipient must report the difference
between the exercise price and the fair market value of the stock on the day of
exercise as ordinary income for tax purposes. Recipients of stock grants are
also subject to income tax on the fair market value of stock granted under the
Plan. No option may be exercised more than ten years from the date of grant. The
Plan expires in 2014.

                                       17
<PAGE>
     To date, 20,000 options have been granted pursuant to the Plan, all to a
consultant not affiliated with the Company.

Item 11:  Security Ownership of Certain Beneficial Owners and Management

     As of the date of this filing, there were a total of 1,297,567 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, 2004 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.

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

  Raymond E. McElhaney(1)                   103,850                 8.00%

  Bill M. Conrad                             97,200                 7.49%

  Jubal S. Terry                             31,500                 2.43%
  3000 Youngfield, Suite 338
  Lakewood, CO 80215

  Officers and Directors as a group(1)      232,550                17.92%
  (3 individuals)

  5% shareholders
  ---------------

  John D. McKey, Jr.(2)                     141,654                10.92%
  7737 S.E. Loblolly Bay Dr.
  Hobe Sound, FL 33455

  Candace McKey(3)                          141,654                10.92%
  7737 S.E. Loblolly Bay Dr.
  Hobe Sound, FL 33455
-----------------------------------


                                       18
<PAGE>

1    Includes 3,850 shares owned jointly by Mr. McElhaney and Tamara D.
     McElhaney, the wife of Mr. McElhaney.

2    Includes 35,154 shares owned by Mr. McKey's wife, Candace McKey, of which
     he disclaims beneficial ownership.

3    Includes 106,500 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.

     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


                                       19
<PAGE>
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.

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(5)        Agreement for Purchase and Sale of Assets by and among Wyoming
               Oil & Minerals, Inc., Blue Star Acid Services, Inc. and
               Consolidated Oil Well Services, Inc. dated April 20, 2004.

11             Not applicable.

13             Not applicable.

16             Not applicable.

18             Not applicable.

21.1(2)        List of subsidiaries.

22             Not applicable.

23             Not applicable.


                                       20
<PAGE>
24             Not applicable.

27             Not applicable.

31.1           Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the
               Securities Exchange Act of 1934, as amended.

31.2           Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the
               Securities Exchange Act of 1934, as amended.

32             Certifications pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99             Not applicable.

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

     (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.

     (5) Filed as an Exhibit to Form 8-K dated April 20, 2004 and incorporated
herein by reference.

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


     (b) Reports on Form 8-K.

     We filed an 8-K on December 1, 2003 to the change of registrant's
certifying accountant.


Item 15.   Principal Accountant Fees and Services

     The Company currently has no audit committee of the Board of Directors, and
is not required to maintain such a committee since its stock is not quoted on
Nasdaq or traded on any national securities exchange. Accordingly, all material
decisions affecting the Company's audited financial statements, periodic
disclosure with the SEC and its relationship with its auditors are addressed by
the entire Board. The Board currently has no policies and procedures relating to
the pre-approval of audit and audit related services.


                                       21
<PAGE>

Audit Fees

The aggregate fees billed by Stark Winter Schenkein & Co., LLP for professional
services for the review of the financial statements included in the Company's
quarterly reports on Form 10-QSB for fiscal 2004 were $2,300.

The aggregate fees billed by Maurice M. Morton, C. P. A. for professional
services for the audit of the annual financial statements of the Company and the
reviews of the financial statements included in the Company's quarterly reports
on Form 10-QSB during fiscal 2004 and 2003 were $13,410 and $18,975,
respectively, net of expenses

Audit-Related Fees

There were no fees billed by Stark Winter Schenkein & Co., LLP during the last
two fiscal years for assurance and related services that were reasonably related
to the performance of the audit or review of the Company's financial statements
and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed during the last two fiscal years for professional
services rendered for tax compliance for 2004 and 2003 were $2,590 and $0,
respectively.

All Other Fees

There were no fees billed by Stark Winter Schenkein & Co., LLP or by Maurice M.
Morton during the last two fiscal years for products and services provided.





                           (Intentionally left blank)







                                       22
<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 14th day of June 2004.




                          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 14, 2004
------------------------       Executive Officer) and Secretary    -------------
Raymond E. McElhaney


/s/ Bill M. Conrad             President, Chief Financial          June 14, 2004
----------------------         and Accounting Officer, Treasurer   -------------
Bill M. Conrad                 and Director



/s/ Jubal S. Terry             Director                            June 14, 2004
----------------------                                             -------------
Jubal S. Terry





                                       23
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS



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

We have audited the accompanying consolidated balance sheet of Wyoming Oil &
Minerals, Inc. as of February 29, 2004, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our 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 29, 2004, and the results of its operations, and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.





Stark Winter Schenkein & Co., LLP

Denver, Colorado
June 10, 2004





                                      F-1

<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.



                                          Maurice M. Morton
                                          Certified Public Accountant
May 23, 2003
Casper, Wyoming





                                       F-2



<PAGE>


                          WYOMING OIL & MINERALS, INC.
                           CONSOLIDATED BALANCE SHEET
                                FEBRUARY 29, 2004


                                     ASSETS
CURRENT ASSETS
      Cash                                                          $   170,638
      Accounts receivable                                                97,957
      Inventories                                                        20,200
      Prepaid expense                                                     3,440
                                                                    -----------
            Total current assets                                        292,235
                                                                    -----------

PROPERTY AND EQUIPMENT, net                                             783,112
                                                                    -----------

OTHER ASSETS
      Deposits                                                              500
                                                                    -----------

                                                                    $ 1,075,847
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                              $    39,557
      Accrued expenses                                                   76,620
      Notes payable                                                     284,276
      Current portion of long-term debt                                  29,632
                                                                    -----------
            Total current liabilities                                   430,085
                                                                    -----------

LONG-TERM DEBT                                                           61,891
                                                                    -----------

STOCKHOLDERS' EQUITY
      Preferred stock, 2,000,000 shares authorized,
          no par value, none issued or outstanding                           --
      Common stock, 50,000,000 shares authorized,
          $.01 par value, 1,277,562 issued and outstanding               12,776
      Additional paid in capital                                      2,727,737
      Accumulated (deficit)                                          (2,156,642)
                                                                    -----------
                                                                        583,871
                                                                    -----------

                                                                    $ 1,075,847
                                                                    ===========







        See accompanying notes to the consolidated financial statements.

                                      F-3


<PAGE>


                          WYOMING OIL & MINERALS, INC.
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)



                                                  Year Ended     Year Ended
                                                 February 29,   February 28,
                                                     2004           2003
                                                 ------------  ------------
Operating revenues
       Field service revenues                     $ 1,587,195   $ 1,237,613
       Oil and gas sales                                   --        46,079
                                                  -----------   -----------
                                                    1,587,195     1,283,692
                                                  -----------   -----------

Operating expenses
       Cost of field service revenues                 792,297       632,130
       Oil and gas production costs                        --        69,077
       Exploration costs                                   --        24,329
       General and administrative                   1,001,342       663,649
       Depreciation, depletion and amortization       196,107       187,952
                                                  -----------   -----------
            Total operating expense                 1,989,746     1,577,137
                                                  -----------   -----------

(Loss) from operations                               (402,551)     (293,445)
                                                  -----------   -----------

Other income (expense)
       Miscellaneous income                                --           250
       Interest income                                  2,493         3,349
       Bad debt recovery                                   --        28,657
       Interest expense                               (28,219)      (54,663)
       (Loss) on sale of assets                       (41,787)     (173,901)
                                                  -----------   -----------
            Other income (expense), net               (67,513)     (196,308)
                                                  -----------   -----------

(Loss) before income taxes                           (470,064)     (489,753)

Income tax (benefit)
       Current                                             --            --
       Deferred                                            --            --
                                                  -----------   -----------
                                                           --            --
                                                  -----------   -----------

(Loss) from continuing operations                    (470,064)     (489,753)

Discontinued operations
       (Loss) from discontinued operations           (147,722)     (517,729)
                                                  -----------   -----------

Net (loss)                                           (617,786)   (1,007,482)

Other comprehensive income, net of tax
       Reclassification adjustments on available
          for sale securities                              --      (180,842)
                                                  -----------   -----------

Comprehensive (loss)                              $  (617,786)  $(1,188,324)
                                                  ===========   ===========

Net (loss) per common share
       Continuing operations                      $     (0.37)  $     (0.42)
       Discontinued operations                          (0.11)        (0.10)
                                                  -----------   -----------
       Basic and diluted                          $     (0.48)  $     (0.52)
                                                  ===========   ===========

Weighted average shares outstanding
       Basic and diluted                            1,277,562     1,277,562
                                                  ===========   ===========






         See accompanying notes to the consolidated financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                          WYOMING OIL & MINERALS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                                          Accumulated
                                                           Common Stock        Additional                    Other
                                                          $.01 Par Value        Paid-in     Accumulated   Comprehensive
                                                        Shares      Amount      Capital      (Deficit)       Income
                                                     -----------  -----------  ----------   ------------   -----------

<S>                                                  <C>          <C>          <C>           <C>           <C>
Balance, February 28, 2002                               957,264  $     9,573  $ 2,963,310   $  (712,216)  $   180,842

Reclassification adjustments for gain
  on available for sale securities                            --           --           --       180,842      (180,842)

Acquisition of subsidiary -
     Blue Star Acid Services                               2,500           25       49,975            --            --

Sale of stock                                             15,500          155      192,345            --            --

Conversion of "Bridge Loans" to stock                     66,432          664      632,333            --            --

Issuance of stock for properties                           6,000           60      119,940            --            --

Issuance of stock for accounts
     payable and expenses                                 11,700          117      107,583            --            --

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

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

Balance, February 28, 2003                             1,059,396       10,594    4,065,486    (1,538,856)           --

Sale of common stock for cash                            201,096        2,011    1,321,064            --            --

Issuance of common stock for services                        820            8        6,554            --            --

Payments for fractional shares                                --           --         (289)           --            --

Common stock issued for cash received
  for preferred stock subscription                        16,250          163      162,337            --            --

Spin-off of New Frontier Energy, Inc.                         --           --   (2,039,415)           --            --

Capital contributions to former subsidiary                    --           --     (788,000)           --            --

Net (loss)                                                    --           --           --      (617,786)           --
                                                     -----------  -----------  -----------   -----------   -----------

Balance, February 29, 2004                             1,277,562  $    12,776  $ 2,727,737   $(2,156,642)  $        --
                                                     ===========  ===========  ===========   ===========   ===========

</TABLE>

<TABLE>
<CAPTION>

                         WYOMING OIL & MINERALS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  (Continued)




                                                       Preferred Stock        Preferred                      Less
                                                         No Par Value           Stock        Warrants       Warrant
                                                    Shares         Amount    Subscriptions    Issued     Subscriptions     Total
                                                  -----------  ------------  ------------- -----------   -------------  -----------

<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
Balance, February 28, 2002                                 --   $        --   $        --   $        --   $        --   $ 2,441,509

Reclassification adjustments for gain
  on available for sale securities                         --            --            --            --            --            --

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                            100,000       417,634      (292,250)       82,366       (57,750)    2,687,224

Sale of common stock for cash                              --            --            --            --            --     1,323,075

Issuance of common stock for services                      --            --            --            --            --         6,562

Payments for fractional shares                             --            --            --            --            --          (289)

Common stock issued for cash received
  for preferred stock subscription                   (100,000)     (417,634)      292,250       (82,366)       57,750        12,500

Spin-off of New Frontier Energy, Inc.                      --            --            --            --            --    (2,039,415)

Capital contributions to former subsidiary                 --            --            --            --            --      (788,000)

Net (loss)                                                 --            --            --            --            --      (617,786)
                                                  -----------   -----------   -----------   -----------   -----------   -----------

Balance, February 29, 2004                                 --   $        --   $        --   $        --   $        --   $   583,871
                                                  ===========   ===========   ===========   ===========   ===========   ===========


</TABLE>



        See accompanying notes to the consolidated financial statements.

                                      F-5



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


                                                                             Year Ended    Year Ended
                                                                            February 29,  February 28,
                                                                                2004          2003
                                                                           ------------  ------------
<S>                                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                            $  (617,786)  $(1,007,482)
     Adjustments to reconcile net (loss) to net cash
        (used in) operating activities:
          Depreciation, depletion and amortization                             196,107       187,951
          Common stock issued in lieu of cash for services                       6,562        48,000
          Common stock issued as a charitable donation                              --        26,250
          Loss on disposition of assets                                         41,787       173,901
          (Increase) decrease in assets:
             Accounts receivable                                                69,213        64,482
             Inventory                                                            (270)       24,870
             Prepaid expense                                                    (2,487)         (953)
             Other assets                                                          433         2,055
          Increase (decrease) in liabilities:
             Accounts payable                                                  (55,082)       68,424
             Accrued expenses and deferred credits                              33,275        (9,128)
                                                                           -----------   -----------
        Net cash (used in) operating activities                               (328,248)     (421,630)
                                                                           -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital contributions to former subsidiary                               (788,000)           --
     Cash payments received from former subsidiary                             210,629            --
     Cash from the acquisition of subsidiary                                        --        18,453
     Cash and marketable securities used to acquire subsidiary                      --      (100,000)
     Proceeds from sale of marketable equity securities                             --        10,862
     Purchase of property and equipment                                       (177,268)     (362,769)
     Proceeds from sale of property and equipment                                   --        66,120
                                                                           -----------   -----------
        Net cash  (used in)  investing activities                             (754,639)     (367,334)
                                                                           -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt                                                         94,849        67,034
     Payment of debt                                                          (248,959)     (187,875)
     Payments received on subscriptions to preferred stock                      12,500       150,000
     Purchase of fractional shares                                                (289)           --
     Proceeds from issuance of common stock                                  1,323,075       192,500
                                                                           -----------   -----------
        Net cash provided by financing activities                            1,181,176       221,659
                                                                           -----------   -----------

DISCONTINUED OPERATIONS                                                         47,906       514,996
                                                                           -----------   -----------

INCREASE (DECREASE) IN CASH                                                    146,195       (52,309)

BEGINNING BALANCE                                                               24,443        76,752
                                                                           -----------   -----------

ENDING BALANCE                                                             $   170,638   $    24,443
                                                                           ===========   ===========

Cash paid for interest                                                     $    50,397   $    66,445
                                                                           ===========   ===========


Supplemental schedule of non-cash investing and financing activities:

     Acquisition of subsidiary                                             $        --   $   570,000
                                                                           ===========   ===========

     Conversion of Bridge Loans to shares of common stock                  $        --   $   632,997
                                                                           ===========   ===========

     Conversion of preferred stock subscription to shares of common stock  $   162,500   $        --
                                                                           ===========   ===========

     Spin-off of New Frontier Energy, Inc.                                 $ 2,039,415   $        --
                                                                           ===========   ===========
</TABLE>



         See accompanying notes to the consolidated financial statements


                                      F-6
<PAGE>





                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Wyoming Oil & Minerals, Inc. (the "Company" or "Wyoming") was incorporated
February 23, 1973 under the laws of the state of Wyoming. The Company engaged
principally in the exploration, development and production of oil and gas,
mainly in Wyoming and Colorado. Effective February 6, 2002 the Company acquired
100% of New Frontier Energy, Inc. ("NFE") and its wholly owned subsidiary,
Skyline Resources, Inc. ("Skyline") in a reverse acquisition. The Company
acquired Blue Star Acid Services, Inc. ("Blue Star"), a company engaged in the
oil and gas well servicing industry, effective April 1, 2002. Effective April
20, 2004, the Company sold the net assets of Blue Star for cash of $1,200,000.

Effective February 28, 2003, the Company transferred its assets and liabilities
related to oil and gas production and exploration to its subsidiary, NFE, in
anticipation of a spin-off of NFE and its subsidiary, Skyline. A spin-off
constitutes a distribution to the Company's shareholders of the subsidiary's
stock. The Company declared a dividend of the NFE common stock as of June 30,
2003 and accordingly, discontinued its oil and gas exploration and production
activities.

As of and for the year ended February 29, 2004, the Company operated only in the
oil and gas well servicing industry. During the year ended February 28, 2003,
the Company operated in this industry as well as in the exploration, development
and production of oil and gas.

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

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated. The Company's remaining subsidiary as of
February 29, 2004 is Blue Star. The consolidated financial results of the
Company have been restated to reflect the spin-off of NFE and Skyline.
Accordingly, the revenues, costs and expenses, and cash flows of NFE and Skyline
have been excluded from the Consolidated Statements of Operations and
Consolidated Statements of Cash Flows. These items have been reported as "(Loss)
from discontinued operations" and "Discontinued operations" in the Consolidated
Statements of Operations and Cash Flows.

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. Revenue from oil and gas
well servicing is recognized upon completion of the services.





                                      F-7
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)


Accounts Receivable
-------------------

The Company uses the direct write off method for bad debts, which expenses
uncollectible accounts in the period 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.

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.

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.


                                     F-8
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)





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
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 land, buildings, furniture, fixtures
and equipment and are recorded at cost and, excluding land, are depreciated
using the straight-line method over the estimated useful lives. Maintenance and
repairs are charged to expense as incurred.

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

Inventories consist mainly of cement and acid which are carried at lower of cost
or market and are held by Blue Star.

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

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

The Company has issued shares of 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, accounts 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. The carrying value of the Company's
long-term debt approximates its carrying value as the terms and conditions of
the debt reflect current market conditions.



                                      F-9
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)





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.

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

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," 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
---------------------

The Company implemented SFAS No. 143, "Accounting for Asset Retirement
Obligations," effective March 1, 2003. SFAS No. 143 requires the fair value of a
liability for an asset retirement obligation to be recognized in the period that
it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. The adoption of SFAS No. 143 did not have a material
effect on the financial statements.

2. SPIN-OFF AND DISCONTINUED OPERATIONS

In June 2003, the Company's Board of Directors approved a dividend in the form
of the common stock of its subsidiary, NFE. The dividend was to be paid in the
form of one share of NFE common stock for every one share of common stock of
Wyoming. However, the Board of Directors of NFE subsequently approved a
one-for-four reverse split of NFE common stock. Consequently, the effective
dividend rate was one share of NFE common stock for each four shares of Wyoming
common stock. In connection with the dividend, NFE filed a Form SB-2
registration statement to register its common stock to be issued as a dividend.
The Securities and Exchange Commission approved the registration statement on
April 13, 2004, and the shares were distributed to the shareholders. As a result
of the dividend, NFE will trade as a separate company. The Company reported the
spin-off of NFE as a reduction to additional paid-in capital in the amount of
$2,039,415.




                                      F-10
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)






The following table summarizes financial information for the discontinued
operations for all periods presented:
<TABLE>
<CAPTION>
                                                    Period From           Period From
                                                   March 1, 2003         March 1, 2002
                                                  to February 29,       to February 28,
                                                       2004                  2003
                                                ----------------      -----------------
<S>                                             <C>                   <C>
        Oil and gas sales                       $          7,553      $            690
                                                ================      =================

        Income (loss) before income taxes       $       (147,722)     $       (517,729)
                                                ================      =================

        Net income (loss)                       $       (147,722)     $       (517,729)
                                                =================     =================
</TABLE>

Net assets of the discontinued segment consisted of the following assets and
liabilities:


        Current assets                                        $   65,130
        Property and equipment, net of accumulated
          depreciation of $99,409                              2,786,299
        Other assets                                              97,322
                                                              ----------
                                                              $2,948,751
                                                              ==========

        Current liabilities                                   $  416,945
        Long-term debt                                           492,391
                                                              ----------
        Total liabilities                                        909,336
                                                              ----------

        Net assets                                            $2,039,415
                                                              ==========


Assets are shown at their net realizable values and liabilities are shown at
their face amounts.



                                      F-11

<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)






3. PROPERTY AND EQUIPMENT

  Property and equipment consists of the following:
<TABLE>
<CAPTION>
                                                                              Estimated
                                                        February 29,            Useful
                                                            2004                Lives
                                                       ----------------   ----------------
<S>                                                  <C>                      <C>
         Land                                        $           7,264            -
         Building                                               45,630         30 years
         Machinery and equipment                             1,107,967        5-15 years
                                                       ----------------
                                                             1,160,861
         Less accumulated depreciation, depletion
           and amortization                                   (377,749 )
                                                       ----------------

                                                     $         783,112
                                                       ================
</TABLE>

4.   NOTES PAYABLE

The Company had outstanding notes payable as follows:

        Note payable to an individual, due on April 30,
        2003, interest at 7%, unsecured                          $  170,000

        Note payable to a bank (line of credit), due May 3,
        2004, interest at 7%, secured by machinery and
        equipment                                                   114,276
                                                                  ----------

                                                                 $  284,276
                                                                  ==========

Subsequent to year end, the note payable to an individual, including accrued
interest, was paid in full. The note payable to a bank was included with the
sale of Blue Star. See Note 13.



                                      F-12
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)




5. LONG-TERM DEBT

The Company had long-term debt as follows:


        Note payable to bank, due in monthly
          payments of $1,097, including interest
          at 4.99%, maturity date October 12, 2006,
          collateralized by a vehicle                 $  32,824

        Note payable to bank, due in monthly
          payments of $1,100 including interest
          at 4.99%, maturity date October 27, 2006,
          collateralized by a vehicle                    32,813

        Note payable to bank, due in monthly
          payments of $627 including interest
          at 6.5%, maturity date January 28, 2008,
          secured by a building                          25,886
                                                       --------
                                                         91,523
        Less current portion                            (29,632)
                                                       --------

                                                       $ 61,891
                                                       ========

Maturities on long-term debt are as follows:

         February 28, 2005        $        29,632
         February 28, 2006                 31,257
         February 28, 2007                 24,034
         February 28, 2008                  6,600
                                     -------------

                                  $        91,523
                                     =============

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.




                                      F-13
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)




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

                                               2004               2003
                                            ------------       ------------
         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:

                                                     2004              2003
                                               -------------     --------------
        Deferred tax assets:
          Net operating loss carryforwards     $    848,742      $     605,261
        Deferred tax liabilities:
          Cash basis difference                     (16,305)           (51,816)
                                               -------------     --------------
                                                    832,437            553,445
        Less valuation allowance                   (832,437)          (553,445)
                                               -------------     --------------

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

The change in the deferred tax asset valuation for the year ended February 29,
2004 was an increase of approximately $278,992.

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 %
                                                 ===========

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 net operating losses.

The Company has a consolidated tax loss carryforward of $2,179,056 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 likely than not that the tax
loss carryforwards will not be utilized.



                                      F-14
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)





7. STOCKHOLDERS' EQUITY

On December 15, 2003, the shareholders voted to amend the articles of
incorporation of the Company to increase the authorized common stock of the
Company from 25,000,000 shares to 50,000,000 shares and voted for a reverse
stock split of outstanding common stock on a 1 for 10 basis. The Company had
determined that January 19, 2004 was the date of record for the reverse stock
split. The financial statements reflect the retroactive application of the
reverse stock split on all common share and per share amounts. In connection
with the stock split, the Company paid shareholders a total of $289 for
fractional shares.

During the year ended February 29, 2004, the Company sold 201,096 shares of its
common stock in private placements for proceeds of $1,323,075.

In a separate transaction during the year ended February 29, 2004, the Company
issued 820 shares of common stock for services. The shares were valued at their
fair market value of $6,562.

In connection with the spin-off of New Frontier during the fiscal year ended
February 29, 2004, the Company also made contributions to capital of New
Frontier in the amount of $788,000. These payments were recorded as a charge
against additional paid in capital.


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.
As of February 28, 2003, the Company had received cash of $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 could 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.

On April 2, 2003, additional cash proceeds of $12,500 were received as payment
on the subscription. On May 23, 2003 the subscription was in declared in
default, the total cash proceeds of $162,500 were converted to common stock at
$10.00 per share and the warrants were cancelled.

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 29, 2004,
there was $5,724 of available credit.


                                      F-15
<PAGE>


                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)





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 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 years ended
February 29, 2004 or February 28, 2003.

10.  MAJOR CUSTOMER

Approximately 50% and 61% of field service revenues were from one customer,
Devon Energy Production, for the years ended February 29, 2004 and February 28,
2003, respectively.

11.  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.

12.  RELATED PARTY TRANSACTIONS

During the years ended February 29, 2004 and February 28, 2003, the Company paid
cement hauling costs of $19,586 and $15,739, respectively, to an entity owned by
Blue Star's president. During each of the fiscal years ended 2004 and 2003, the
Company paid $10,200 for shop rent to Blue Star's president.

As of February 28, 2003, the Company had notes payable to officers totaling
approximately $135,000. These notes, plus accrued interest, were paid in full
during fiscal 2004.


13.  SUBSEQUENT EVENTS

Effective April 20, 2004 the Company sold the net assets of its subsidiary, Blue
Star, for cash proceeds of $1,200,000.




                                      F-17
<PAGE>



                          WYOMING OIL & MINERALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                                   (Continued)



In March 2004, the Company executed a non-binding letter of intent to acquire
Truact Americas, Inc., a privately held Delaware corporation engaged in the
electronic security business. The letter of intent contemplated that the Company
would acquire all the outstanding stock of Truact in exchange for issuance of
its common stock. The acquisition was subject to several conditions including
the execution of a definitive agreement and continuing due diligence by both
companies. In connection with the letter of intent, the Company received a cash
deposit of $50,000 to cover its legal and due diligence expenses. In the course
of its investigation, the Company determined that the proposed acquisition is
not consistent with its business plan, and has terminated the letter of intent
and any further discussions related to the acquisition.



                                      F-18





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