UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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


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

     For the transition period from November 1, 2001 to February 28, 2002.

Commission file number: 0-7919

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


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




5525 Erindale Dr., Suite 201, Colorado Springs, Colorado               80914
--------------------------------------------------------            -----------
    (Address of principle executive offices)                         (Zip Code)


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

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

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

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

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

<PAGE>

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [ ].

     The aggregate  market value of the 5,690,472 shares of common stock held by
non-affiliates  of the Company was  approximately  $16,360,107 on June 11, 2002,
calculated  using the average between the closing high bid and low asked thereof
as reported on the OTC Bulletin Board.  On June 11, 2002,  there were 10,186,680
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.........................................2
   ITEM 3.  LEGAL PROCEEDINGS.................................................9
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............9

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

   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........9
   ITEM 6.  MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........10
   ITEM 7.  FINANCIAL STATEMENTS.............................................17
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE......................................17

PART III.....................................................................17

   ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE  EXCHANGE ACT...............17
   ITEM 10: EXECUTIVE COMPENSATION...........................................18
   ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...19
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................21

PART IV......................................................................21

   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................21

SIGNATURES...................................................................24

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


                                       ii
<PAGE>


                             Additional Information

     Descriptions  in this Report are  qualified by reference to the contents of
any  contract,  agreement  or  other  documents  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 previously filed by the Company
pursuant  to  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

     Certain statements  contained herein and subsequent oral statements made by
or on behalf of the Company constitute  "forward looking  statements" within the
meaning of the Private  Securities  Litigation  Reform Act of 1995. Such forward
looking  statements  are  identified  by  words  such  as  "hopes,"   "expects,"
"anticipates," "plans" and the like and include, without limitation,  statements
regarding our plan of business operations and related  expenditures,  receipt of
working capital,  potential contractual  arrangements,  anticipated revenues and
related  expenditures.  Factors  that  could  cause  actual  results  to  differ
materially include,  among others, the following:  receipt of additional working
capital,  world wide and  domestic  prices for oil and natural  gas,  success of
drilling  of  wells,  acquisition  and  development  of  additional  properties,
competition,  new  regulations  which  might  be  adopted  by  Federal  or state
governments,  changes in our  business  strategies  and other  factors set forth
under Item 6.,  Management's  Discussion and Analysis of Financial Condition and
Results of  Operation.  Most of these  factors  are  outside  the control of the
Company.  Investors are cautioned not to put undue  reliance on  forward-looking
statements.  Except as otherwise required by applicable  securities  statutes or
regulations,  the Company  disclaims any intent or obligation to update publicly
these forward looking statements, whether as a result of new information, future
events or otherwise.

                                       iii
<PAGE>


                                     PART I

Item 1. Description of Business

General

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

     We are a domestic  energy company engaged in the  exploration,  development
and production of oil and natural gas reserves in the continental United States.
Our focus has been on  leasing  properties  around  proven  producing  reserves.
Historically,  we produced  mainly oil and our growth has been achieved  through
drilling,  as we  target  and  establish  a low cost  reserve  base.  We hope to
diversify our production  between oil and natural gas and continue to expand our
asset and production base by pursuing  acquisition,  exploration and development
of additional properties. To this end, we recently acquired New Frontier Energy,
Inc., a Colorado  corporation  ("New Frontier") and its wholly owned subsidiary,
Skyline  Resources,  Inc., a Colorado  corporation  ("Skyline").  See,  "-Recent
Acquisition"  below.  Our future plans include  integrating  the  properties and
operations  of New  Frontier  and  Skyline  into our  existing  operations.  All
reference in this Report to "we" or "us",  including our  properties and assets,
includes our subsidiaries, New Frontier and Skyline.

Recent Acquisition

     Effective  February 6, 2002,  we acquired  New  Frontier  Energy,  Inc.,  a
Colorado corporation engaged in oil and natural gas acquisition, exploration and
development activities in the United States. New Frontier is a development stage
company, with no revenue to date. We issued 8,556,923 shares of our common stock
for all of the outstanding stock of New Frontier.  The New Frontier shareholders
became our shareholders, and New Frontier became our wholly owned subsidiary.

     Contemporaneously  with the  closing  of the  transaction,  a change in our
management occurred.  Raymond E. McElhaney was appointed as our Chairman and all
of our previous  officers and directors  resigned.  The  remaining  seats on the
Board were filled by Bill M. Conrad and Jubal S. Terry. The Board then appointed
Bill M. Conrad as our President and  Treasurer,  and Raymond E. McElhaney as our
Secretary.  Also as a result of this transaction,  the officers and directors of
New Frontier as a group acquired 39.19% of our outstanding  voting shares.  See,
Item 11. Security Ownership of Certain Beneficial Owners and Management.

     Historically, New Frontier had a fiscal year end of October 31. Because New
Frontier was deemed the acquiring  entity for  accounting  purposes,  its fiscal
year survived for reporting  purposes under relevant rules of the Securities and
Exchange  Commission.  Accordingly,  we were  obligated to report as if we had a
October 31 year end, the prior year end of New Frontier. We subsequently changed

                                        1
<PAGE>

our fiscal year end from October 31 to February 28. The decision was made by our
Board of  Directors  on May 16,  2002 and was  effective  for the period  ending
February 28, 2002. This transition report therefore covers the transition period
from  November 1, 2001,  the end of our previous  fiscal  year,  to February 28,
2002,  the end of our new  fiscal  year.  For a  description  of the  properties
acquired from New Frontier, see "-New Frontier Energy, Inc." below.

Item 2. Description of Properties.

     At February 28, 2002, all of our properties were located in the continental
United States, primarily in the Rocky Mountain region and in Kansas. Most of the
properties are unproven, subject to additional drilling and development to prove
any additional  reserves.  The properties that we owned prior to the acquisition
of New Frontier are located in Wyoming and have  produced  minor  amounts of oil
and natural gas during the transition  period.  These properties were originally
drilled  years  ago.  Most are  estimated  to require a  relatively  substantial
expenditure in an effort to make them economically viable. Due to the age of the
properties, the estimated cost to rework and location away from our core area of
Slater Dome, we have  determined  to sell all or a portion of these  properties.
The remainder of our properties will be held for development.

     At February 28, 2002, we had an interest in 46,519 gross,  24,788 net acres
of  undeveloped  oil and gas  properties,  and 3,620 gross,  2,009 net developed
acres. We had an interest in 32 wells (gross),  24 wells (net) at that date. All
of these properties are located in the States of Colorado,  Wyoming, Montana and
Kansas.

Oil and Gas Properties.
----------------------

     The following  table  summarizes the oil and gas properties in which we had
an interest at February 28, 2002:

Undeveloped oil and gas acres:              Gross         Net
                                           --------    --------
Wyoming                                      20,791       6,300
Colorado                                      4,577       1,519
Kansas                                        2,460         615
Montana                                      18,691      16,354


Developed acres:                       Oil                       Gas
                                -------------------      --------------------
                                Gross           Net       Gross           Net
                                -----         -----       -----         -----
Wyoming                         2,020         1,597          80            21
Colorado                            0             0       1,440           374
Kansas                             80            16           0             0


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

                                        2
<PAGE>

     Subsequent to the  acquisition of New Frontier,  we conducted an evaluation
of the properties  located in Wyoming with a view to  determining  the strategic
importance  of the  properties  to our Company.  Subsequent  to that review,  we
determined  to sell  some of those  properties,  as they  are not  strategically
important to our operations. Consequently, those properties are characterized as
held  for  sale  in our  financial  statements.  See  Note  4 to  the  Financial
Statements appearing at the end of this report.

     As of February 28, 2002, we own the following productive wells:

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

Wyoming        30       23.9                     1        .2672
Colorado        0          0                     1        .2672
Kansas          0          0                     0            0
Montana         0          0                     0            0


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

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

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

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

<S>                         <C>         <C>       <C>         <C>            <C>         <C>
Year Ended 2/29/00          13,561       3,736    $10.13       $1.25         $19.90       $2.01

Year Ended 2/28/01          13,246         700    $23.26       $1.25         $26.73       $2.72

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

</TABLE>

<PAGE>

     As shown in the foregoing  table,  most of our production  historically has
been from oil.  However,  with the  acquisition  of New  Frontier and our future
efforts, we hope to diversify our production more between oil and natural gas.

     Our  natural  gas is  sold at  prices  determined  on a  monthly  basis  by
reference to various  published futures or spot prices for gas. Oil is also sold
at prevailing  spot prices.  During the twelve  months ended  February 28, 2002,
there was one  purchaser  or  operator  who  accounted  for more than 10% of our
revenues  from  purchased  and  produced  oil and gas  sales.  Eighty-Eight  Oil
purchased  from us or sold for our  account,  oil and gas  constituting  100% of
total sales during that time. The loss of this purchaser may temporarily  affect
our revenue,  but we believe we will  continue to have a market for our products
for the foreseeable future.

                                        3
<PAGE>

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

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

                                Net exploratory Wells
                            ---------------------------------
Fiscal Year Drilled          Producers          Dry Holes        Total Wells
                            ------------        ---------      ---------------
2000                             1/2                0              1/2
2001                        .1667 (shut in)         0          .1667 (shut in)
2002 (transition period)           0                1                0


                            Net Development/Productive Wells
                            --------------------------------
Fiscal Year Drilled          Producers          Dry Holes        Total Wells
                            ------------        ---------      ---------------
2000                               0                0                 0
2001                        1.166 (shut in)         0          1.166 (shut in)
2002 (transition period)           0                0                 0

Reserves.
--------

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

Proved Developed Oil and Gas Reserves
                                Oil (bbls)      Gas (mcf)
                                ----------      ----------
2000                             187,457          73,884
2001                             191,484          73,339
2002 (transition period)          14,795          68,258

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

     See Note 13 of Notes to Consolidated Financial Statements for more detailed
information  concerning changes in the Company's  estimated oil and gas reserves
during 2001 and 2000.  No proven  reserves have been assigned to our Slater Dome
Prospect due to the absence of a gas  delivery  system to get the gas to market.
However, we anticipate that a pipeline will be constructed in the next two years
to service our wells in this area.

     No  reserve  figures  have been  filed  with,  or  reported  to,  any other
regulatory authorities or agencies during the period beginning January 1, 2001.

                                        4
<PAGE>

New Frontier Energy, Inc.

     New Frontier is a development  stage entity currently engaged in efforts to
develop its interests in Colorado and Wyoming. All of New Frontier's oil and gas
activities  are owned and  conducted by Skyline.  New Frontier has no proven oil
and gas reserves and its oil and gas interests include the following:

          [] Slater Dome Coal Bank Draw  Prospect - An  undeveloped  natural gas
     field located along the Colorado  Wyoming  border where New Frontier owns a
     33% working  interest in 15,326  gross acres,  as further  described in the
     section  below.  New  Frontier   participated  in  the  drilling  of  eight
     exploration  wells in this field. All wells drilled had shows of gas in the
     coal  formation.  One well was flared  for a period  deemed  sufficient  to
     assign proved reserves to the well; however,  the absence of a gas delivery
     system to the Prospect has prevented  the  engineers  that we retained from
     assigning any proved  reserves to the well at the present time.  Production
     in this well is from the Iles Coals at a depth of approximately 1,700 feet.
     No value has been given to the  untested  Williams  Fork coals,  or the gas
     bearing Mesa Verde sands.

          [] N.E.  McClain  Field,  Nemeha  County,  Kansas - New  Frontier  has
     acquired lease interests in 2,460 gross acres in this undeveloped field and
     prospect area and has  participated in the drilling of one exploration well
     that was a dry hole and abandoned.

          [] Hammond  Gas  Field,  Carter  County,  Montana - New  Frontier  has
     acquired approximately 18,691 gross acres in this undeveloped gas field. We
     hope to proceed with the  development of this field pending  execution of a
     gas  contract  for the sale of our natural gas in this field and receipt of
     necessary working capital.

          [] West Salt Creek, Natrona County, Wyoming - New Frontier has a 12.5%
     working interest in the West Salt Creek prospect  covering some 3,121 gross
     acres on a  seismically  identified  anticlinal  structure.  We  anticipate
     drilling this well late summer or early fall 2002.

Coal Bank and Slater Dome Gas Prospect.
---------------------------------------

     Our initial interest is an area known as the Coal Bank Draw and Slater Dome
Prospects  (the  "Prospects")  located  in Moffat  County,  Colorado  and Carbon
County,  Wyoming, along the border between these two states, where Skyline own a
33% working interest in 15,326 gross acres.  The primary  drilling  objective in
this area is the Lower  Illes  coal  formation  of the Mesa Verde  Formation  at
depths  ranging  from 700 to 3,200  feet.  This  formation  is  expected to have
significant quantities of methane gas generated from coal beds.

                                        5
<PAGE>

     The secondary drilling objective is the deeper Niobrara Formation.  Oil has
been discovered and produced from the Niobrara Formation in the Sierra Madre Oil
Field adjacent to the Prospects. The Niobrara Formation is predominately a shale
formation  that has been  fractured by fault movement in the prospect area along
the King Solomon Fault Zone. Fractured shale is capable of storing large amounts
of  hydrocarbons,  with the  increased  permeability  and  porosity  created  by
faulting.

     Effective August 17, 2000, our subsidiary Skyline entered into an Operating
Agreement (the "Operating  Agreement") with Phillips Petroleum Co.  ("Phillips")
whereby  Phillips  became operator for the Prospects.  In April 2002,  Infinity,
Inc.  ("Infinity")  acquired  Phillips's  50% interest in these  properties  and
resigned as operator. A successor operator has not yet been appointed.

     Skyline is obligated to pay 33% of all costs  incurred for  exploration  or
development  wells in which it elects to participate.  The operator controls the
costs of the  wells.  To date,  Skyline  has made  payments  of  $1,200,000  for
drilling on the Prospects. Under the present arrangement, it is anticipated that
the successor  operator  would direct the future of these  prospects and Skyline
would  participate  in its  proportionate  share  of the  costs.  The  successor
operator is also  anticipated  to direct the  construction  of a pipeline  which
would be necessary to transport  natural gas production  from these  properties.
Skyline may elect to participate  in the costs of the pipeline,  but is under no
obligation to do so.

     Management  believes,  based upon the results of  exploratory  wells on the
Prospects,  the close  proximity to existing  producing oil and gas fields,  and
information  concerning  the oil and gas  potential  in the area,  that there is
likelihood  that coal bed  generated  methane  natural  gas can be  economically
produced from the Prospects.  However,  we have sold no hydrocarbons  from these
the wells in this  area,  and there is no  assurance  that any  reserves  can be
produced in the future.  We believe that the Prospects  also have  potential for
oil  production,  although  this is not our primary  objective for this field at
this time.

Blue Star Acid Services, Inc.

     Subsequent  to our February 28, 2002  year-end,  we acquired Blue Star Acid
Service,  Inc.  ("Blue  Star").  Blue  Star  is an oil  field  services  company
operating in the State of Kansas and Oklahoma. Blue Star's equipment consists of
trucks and oil well service  equipment and  supplies.  We intend to continue the
business of Blue Star following the  acquisition.

     We acquired 100% of the stock of Blue Star from one of our shareholders. We
paid  $670,000  for the stock as follows:  (i)  $100,000 in cash;  (ii)  400,000
shares of restricted  common stock of Dover  Petroleum  Corp.  which the parties
have agreed has a value of $250,000;  (iii) a promissory  note for the principal
amount of $220,000 with a 7% interest  rate,  $95,000 plus interest  payable 120
days after closing and $125,000 plus  interest  payable one year after  closing;
(iv) a promissory note, payable to an independent  contractor for past services,
for the  principal  amount of $50,000  with a 7%  interest  rate,  $25,000  plus
interest  payable 120 days after closing and $25,000 plus  interest  payable one
year after closing;  and (v) 25,000 shares of our restricted common stock valued
at $2.00 per share issued to an independent contractor for past services.

                                        6
<PAGE>

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

     See the  financial  statements  of Blue Star  filed as an  exhibit  to this
report.

Facilities.

     Our executive and administrative  headquarters are located at 5525 Erindale
Drive,  Suite 201, Colorado Springs,  Colorado 80914. We, and our subsidiary New
Frontier,  share this space with MCM Capital  Corp.,  an affiliate of certain of
our officers,  on a month-to-month  basis for monthly rent of $1,000.  Our other
subsidiary,  Skyline,  occupies space at 3000 Youngfield,  Suite 338,  Lakewood,
Colorado 80215. It presently  occupies  approximately  150 square feet of office
space and has  access to a  conference  room,  drafting  room,  supply  room and
storage  facilities  on an as  needed  basis.  Skyline  pays $400 per month on a
month-to-month  basis for this  space.  We  anticipate  that this  space will be
adequate for the foreseeable future.

Employees.

     We  currently  have no  employees.  Our  subsidiary,  New Frontier has four
employees,  including  some of its  officers and others who serve on a full-time
basis.  New  Frontier's  president,  Jubal S. Terry,  is also  president  of our
subsidiary,  Skyline Resources, Inc. and serves full-time. Messrs. McElhaney and
Conrad,  officers  and  directors  of the Company and New  Frontier,  serve on a
part-time basis. Blue Star Acid Services,  Inc., which we acquired subsequent to
February 28, 2002 year end, has ten full time employees.

     From time to time,  we utilize  the  services of  clerical  and  accounting
personnel  on a  part-time  basis,  and the  services  on a  contract  basis  of
geologists,  engineers,  landmen and other professionals as may be necessary for
our oil and gas operations.

Competition

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

Government Regulation

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

                                        7
<PAGE>

Glossary of Terms

Bbls:            Barrels of oil.

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

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

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

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

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

Mbbls:           Thousand Bbls.

MMBTU:           Million BTU's.

Mcf:             Thousand cubic feet.

Mmcf:            Million cubic feet.

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

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

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

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

                                        8
<PAGE>

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

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

Item 3. Legal Proceedings.

     Prior to February 28, 2002, we were a defendant in Colorado  District Court
litigation filed by Phillips  Petroleum Co. for an alleged default on payment of
working  interest  costs under the Operating  Agreement for the Slater Dome Coal
Bank Prospects, which were contractually assumed by a third party. Subsequent to
year end, in May 2002, the parties to this litigation  reached a settlement with
no action or payment  required by us, and the case was dismissed by the Court on
May 28, 2002.

     There  are no other  material  legal  proceedings,  that we are  aware  of,
pending or  threatened  against us or in which any of our  officers or directors
are parties adverse to the our interests.

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

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

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

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

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

         May 31, 2000                       $10.50                      $3.25
         August 31, 2000                      5.25                       2.00
         November 30, 2000                    6.38                       2.25
         February 28, 2001                    2.38                       1.13

         May 31, 2001                         2.15                       0.76
         August 31, 2001                      1.90                       1.01
         November 30, 2001                    1.40                       0.75
         February 28, 2002                    3.90                       1.25

                                        9
<PAGE>


     As of May 28, 2002, there were 1,706 record holders of our common stock. We
estimate that there were  approximately  1,900 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.

Recent Sales of Unregistered Securities.
---------------------------------------

     On February 6, 2002, we issued 8,556,923 shares of our common stock for all
of the  outstanding  stock of New Frontier,  which  issuance was not  registered
under the  Securities  Act of 1933  ("Act").  This share  exchange was completed
pursuant to the  provisions  of Section 4(2) and Rule 506 of Regulation D of the
Act. The Company obtained  subscription  agreements  containing  representations
from all of the New Frontier shareholders as to their knowledge,  sophistication
and financial condition.  No form of general solicitation was used in connection
with the offering and all of the  certificates  representing  the shares sold in
the transaction were restricted within the meaning of the 1933 Act and will bear
the restrictive legend as required by Rule 144 under the 1933 Act. No commission
or other remuneration was paid in connection with the transaction.

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

     We are a domestic  energy company engaged in the  exploration,  development
and production of oil and natural gas reserves in the continental United States.
We derive our revenue  from  producing  and selling oil and natural gas to third
parties.

     Effective  February 2002, we acquired all of the  outstanding  stock of New
Frontier,  then a  privately  held  Colorado  corporation.  As a result  of that
transaction, New Frontier became our wholly owned subsidiary, and New Frontier's
subsidiary,  Skyline  became our  subsidiary.  Both New Frontier and Skyline are
also engaged in the oil and gas industry, although neither had any production or
revenue during the period ended February 28, 2002.

     Effective with the date of acquisition,  we issued  8,556,923 shares of our
common  stock  to  the  former   shareholders  of  New  Frontier,   representing
approximately  90% of our then-issued and outstanding  common stock.  Because of
the number of shares issued in connection with the acquisition,  the transaction
has been treated for accounting  purposes as a recapitalization  of New Frontier
as  though  New  Frontier  were  the  acquiring  entity,  although  from a legal
standpoint,  we were the  acquiring  entity.  The  transaction  was  essentially
treated as a reverse acquisition for accounting purposes, as if New Frontier had
acquired us.

     Historically, New Frontier had a fiscal year end of October 31. Because New
Frontier was deemed the acquiring  entity for  accounting  purposes,  its fiscal
year survives for reporting  purposes under relevant rules of the Securities and
Exchange  Commission.  On May 16, 2002, a  determination  was made to change our
fiscal year end from  October 31 to February  28. The  decision  was made by our
Board of Directors and was effective for the period ending February 28, 2002.

                                       10
<PAGE>

     The following  discussion  and analysis  covers our financial  condition at
February 28, 2002 and changes in our financial condition since October 31, 2001,
the end of the fiscal year end of New Frontier.  Our assets and  liabilities  at
February 28, 2002 include our historical assets and liabilities and those of New
Frontier  which we acquired in the exchange.  The results of operations  for the
period November 1, 2001 through  February 28, 2002 are those of New Frontier and
the combined entities  beginning  February 6, 2002, the date of the acquisition.
The  results of  operation  also  analyze the  results of New  Frontier  for the
comparable period of the prior year.

Liquidity and Capital Resources.

February 28, 2002
-----------------

     At February 28, 2002,  we had a deficit in working  capital of  ($419,162),
consisting of current assets of $519,125 and current liabilities of $938,287. We
also had an accumulated shareholders' equity of $2,441,509.  Our working capital
position at February 28, 2002 represented a slight  improvement from October 31,
2001. Our primary  source of liquidity at February 28 was marketable  securities
in the approximate amount of $400,000, most of which were transferred subsequent
to the end of the period in connection with another  acquisition.  Consequently,
we require  additional  capital to continue in operation and  development of our
properties.

     Also  subsequent to the end of the period,  we converted  $500,000 in notes
payable to related  parties  into  common  stock.  This has  reduced our current
liabilities and helped our working capital position.

     Cash  decreased  $182,064  from the end of the prior period to February 28,
2002, or approximately  30%. Cash was used during this period to reduce our debt
and pay for  general  and  administrative  expenses.  Current  assets  increased
$201,572,  or approximately  63%, between year-end October 31, 2001 and February
28, 2002.  Current  liabilities  increased  $127,891,  or  approximately  15.8%,
between  year-end  October 31, 2001 and February 28, 2002.  We had no marketable
equity   securities  at  October  31,  2001,  as  these  were  acquired  in  the
acquisition of New Frontier Energy, Inc.

     Capital  Requirements.  Our existing  needs for capital  include  acquiring
additional  properties,  and  drilling and  developing  our existing oil and gas
properties.  We are committed to contribute our share of the operating costs for
properties  where we are a party to an operating  agreement,  such as the Slater
Dome and Coal  Bank  Prospects.  For that  prospect,  we have  contributed  $1.2
million  to date and the  field is still  not  developed.  We can  expect  to be
required to make additional  significant  contributions  to this property in the
future, and a pipeline still must be constructed. Our other properties also will
require  capital if we wish to develop the  properties  and sell our oil and gas
products necessary to generate revenue.

     Wherever  possible,  we will  attempt to reduce  drilling  and  development
expenses for our  properties by sharing such  expenses  with the other  interest
owners in our properties.  We will conduct such operations ourselves where it is
cost  effective,  but will also retain  service  companies  and  consultants  to
conduct  our  operations  where  appropriate  and on a cost  competitive  basis.
Regarding  additional  properties,  we will seek  properties that we believe are
attractively  priced and will raise additional  financing if necessary for their
acquisition of New Frontier Engergy, Inc.

                                       11
<PAGE>

     We also require cash for production,  general and administrative  costs. To
date, our general and  administrative  expenses have been relatively  modest, as
most of our officers  serve without  compensation.  However,  as our  operations
increase, we expect that our expenses will also increase.

     Historically,  New Frontier relied on private debt and equity  financing to
support its capital  requirements.  During calendar 2001, New Frontier completed
two  private  placements  of common  stock.  In the first  placement,  it raised
approximately $975,000 in an offering exempt from registration under Rule 504 of
Regulation  D of the  Securities  Act of 1933 (the "Act")  under  which  975,000
shares of common  stock  were sold.  In a second  private  placement,  it raised
approximately  $815,000  in debt in the form of  bridge  loans,  in an  offering
exempt from registration under Rule 506 of Regulation D of the Act. The proceeds
from the second  offering were used to finance  drilling costs as required under
the Operating  Agreement with Phillips  Petroleum Co. Prior to year-end 2002, an
aggregate  of  $140,000  of those  bridge  loans  were  converted  to  equity in
accordance with the terms of the loan documents.

     Historically,  we have relied on cash from operations and debt financing to
operate.  We currently  have  outstanding  a promissory  note with a bank in the
principal  amount of  $575,581,  due in full on March 18, 2005,  with  quarterly
payments  of $38,000 at an  interest  rate .75%  above the Wall  Street  Journal
prime.  We intend to repay this  obligation  from cash flow and from  additional
equity financing.

     We are therefore  dependent upon our ability to obtain capital from outside
sources,  as well as  generate  cash from  operations,  to  continue  as a going
concern.  We do not anticipate being able to borrow from banks due to the amount
of our present debt. We will attempt to raise  capital  through  private debt or
equity,  although we have no commitments for such financing at the present time.
We believe it is easier to obtain financing as a publicly, rather than privately
held,  entity. We have also acquired,  subsequent to February 28, 2002 year-end,
Blue Star Acid  Services,  Inc.  for cash and stock  which we hope will  provide
additional  cash flow.  In addition,  we hope to sell some of the  properties in
Wyoming that we held prior to the acquisition with New Frontier, as they may not
fit into our business plan.

October 31, 2001
----------------

     At October 31,  2001,  we had a deficit in working  capital of  ($492,843),
consisting of current assets of $317,553 and current liabilities of $810,396. We
also had  shareholders'  equity of $2,501,603  at that time.  We only  commenced
operation in June 2001 when we acquired Skyline Resources, Inc.


                                       12
<PAGE>


Results of Operation.

Four months ended February 28, 2001
-----------------------------------

     During the four months ended  February 28, 2002,  we realized a net loss of
($301,112),  or $0.01  per  share,  on total  revenue  of  $13,621.  Oil and gas
production  costs were  $11,259,  resulting  in a gross  margin of  $2,362.  Our
revenue  was  extremely  limited,  as our only  producing  properties  were only
marginally productive. The remaining properties are all undeveloped.

     Our total  operating  expenses  for this period was  $280,585.  General and
administrative  expenses  in the amount of  $204,547  represented  our  greatest
expense.  This  is  due in a  great  part  to  the  costs  associated  with  the
acquisition of New Frontier and the cost to evaluate properties to acquire.  Dry
hole costs were $61,383 and represented our next largest expense.

     We expect to continue to incur losses until such time as our properties are
produced  to  generate  sufficient  revenues  to cover  our  cost and  expenses.
However,  due to the limited  number of properties we have online to be produced
in the near future,  we are unable to predict  with any degree of accuracy  when
that will occur.

November 1, 2001 to February 28, 2001
-------------------------------------

     From  November 1, 2000 to February 28, 2001,  we lost $6,600 on no revenue.
New Frontier had only recently commenced  operation,  and had no expenditures to
speak of.

Special Factors

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

     (A) We do not have substantial  proved  reserves.  The Slater Dome and Coal
Bank  Prospects are our primary oil and gas property where we have invested most
of our capital  resources.  This field is still in the development stage, and no
estimate can be made at this time as to proved oil and natural gas reserves, nor
can any  guarantees be made that  sufficient  reserves  will be  discovered  for
production.  Proving any reserves will require  substantial  additional  working
capital to  construct  a pipeline  to the  Prospects,  either from us or a third
party, and we have no commitment for such financing.

     (B)  Reserve  estimates  are  inherently  imprecise.  Estimates  of  proved
reserves of oil and gas and future net cash flows therefrom are based on various
assumptions and interpretations and, therefore, are inherently imprecise. Actual
future production, revenues, taxes, development expenditures, operating expenses
and  other  factors  may  vary  significantly  from  current  estimates  and the
estimated  quantities  of  recoverable  oil and gas  reserves  may be subject to
revision  based  upon  production  history,  results of future  exploration  and
development,  prevailing oil and gas prices,  operating costs and other factors.
Revisions in reserve estimates can affect the Company in various ways, including
changes in the borrowing base under its loan agreement, changes in depreciation,
depletion  and  amortization  expense and, in the case of  reductions in reserve
estimates,  the need to create a  provision  for  impairment  of its oil and gas
assets.

                                       13
<PAGE>

     (C) If Skyline  acquires or discovers any natural gas reserves,  it will be
dependant  on the  construction  and  maintenance  of a natural gas  pipeline to
deliver the product for marketing.  In order for Skyline to sell any natural gas
from its Slater Dome and Coal Bank Prospects,  there will have to be constructed
and maintained a pipeline to deliver  natural gas to an interstate or intrastate
natural gas pipeline  system.  There is no  assurance  that either we or Skyline
will have the working capital to construct this line. In addition,  Skyline will
be  dependent  on the  transportation  and storage  services  offered by various
interstate  and intrastate  pipeline  companies for the delivery and sale of the
gas supplies.  Both the performance of  transportation  and storage  services by
interstate  pipelines and the rates charged for such services are subject to the
jurisdiction  of the Federal Energy  Regulatory  Commission or state  regulatory
agencies.  An  inability to obtain  transportation  and/or  storage  services at
competitive  rates can hinder the  processing  and marketing  operations  and/or
affect sales margins.

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

     (D)  Skyline's  primary  oil and gas  property  is subject to an  Operating
Agreement with Infinity,  Inc. The primary prospects of Skyline, the Slater Dome
and Coal Bank  Prospects,  are subject to an operating  agreement with Infinity,
Inc.,  the owner of a 50% interest in the field.  The operator of that  property
has control over the  management  of the  operations  on the prospects and makes
decisions  regarding  development of the field.  These  decisions may affect the
cash requirements of Skyline.  Skyline has the option to participate in drilling
on a well- by-well basis. If Skyline elects to participate in any well,  Skyline
is  obligated  to  contribute  33% of the costs and if Skyline is unable to make
such  payments,  Skyline's  interests  may be  forfeited.  If an operator is not
selected in the near future,  we may  determine to operate the  Prospects on our
own and seek contribution from the other interest owners.

     (E) We are  operating  in oil  and  natural  gas  exploration,  which  is a
high-risk activity, and our participation in drilling may not be successful. Our
future  success will depend largely on the success of the  exploration  drilling
program. Participation in drilling activities involves numerous risks, including
the risk that no commercially  productive  natural gas or oil reservoirs will be
discovered.  The  cost of  drilling,  completing  and  operating  wells is often
uncertain,  and drilling  operations may be curtailed,  delayed or canceled as a
result of a variety of factors, including:

        Unexpected drilling conditions;

        Blowouts,   fires  or  explosions  with  resultant  injury,  death  or
        environmental damage;

        Pressure or irregularities in formations;

        Equipment failures or accidents;

                                       14
<PAGE>

        Adverse weather conditions;

        Compliance  with  governmental  requirements  and  laws,  present  and
        future; and

        Shortages  or  delays in the  availability  of  drilling  rigs and the
        delivery of equipment.

     Even when properly used and  interpreted,  geological and geophysical  data
and  techniques  are  only  tools  used  to  assist  management  in  identifying
subsurface structures and hydrocarbon  indicators.  They do not allow management
to know  conclusively  if hydrocarbons  are present or economically  producible.
Poor results from drilling  activities  would  materially  and adversely  affect
future cash flows and results of operation.

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

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

        The level of consumer product demand;

        Weather conditions;

        Domestic and foreign governmental regulations;

        The price and availability of alternative fuels;

        Political conditions in natural gas and oil producing regions;

        The domestic and foreign supply of natural gas and oil;

        The price of foreign imports; and

        Overall economic conditions.

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

                                       15
<PAGE>

        Fires;

        Explosions;

        Blow-outs and surface cratering;

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

        Natural disasters;

        Pipe and cement failures;

        Casing collapses;

        Embedded oilfield drilling and service tools;

        Abnormal pressure formations; and

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

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

        Injury or loss of life;

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

        Pollution and other environmental damage;

        Clean-up responsibilities;

        Regulatory investigation and penalties;

        Suspension of our operations; or

        Repairs necessary to resume operations.

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

                                       16
<PAGE>

Item 7. Financial Statements.

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

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

         None.

                                    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     45         Chairman  of  the  Board  of  Directors  and
                                    Secretary

Bill M. Conrad           45         President,  Chief  Financial and  Accounting
                                    Officer, Treasurer and Director

Jubal S. Terry           44         Director

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

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

     Raymond E. McElhaney
     --------------------
     Chairman  and  Secretary.  Since  2000,  Mr.  McElhaney  has served as Vice
President of our wholly owned subsidiary,  New Frontier.  In 1990, Mr. McElhaney
co-founded MCM Capital  Management  Inc., a privately held financial  management
company and continues to serve as president of MCM Capital.  Mr.  McElhaney also
served as a director of United  States  Exploration,  Inc.  from May 18, 1990 to
February 18,  1992, a public  company  currently  trading on the American  Stock
Exchange.  Mr. McElhaney's financial experience in the operations and management
of public companies led him to numerous senior  management  positions within the
oil and gas  industry.  Mr.  McElhaney's  various  duties  included  oil and gas
exploration  drilling to pipeline  construction  and management.  Mr.  McElhaney
received has Bachelor of Science degree in Business Administration in 1978.

                                       17
<PAGE>

     Bill M. Conrad
     --------------
     President,  Treasurer  and Director.  Since 2000,  Mr. Conrad has served as
Vice President of our wholly owned subsidiary, New Frontier. In 1990, Mr. Conrad
co-founded MCM Capital  Management Inc. and continues to serve as vice president
of MCM Capital.  Over the past 12 years,  Mr. Conrad has served in the office of
president,  vice  president,  chief  financial  officer and  director of several
publicly traded companies. He has served most companies primarily in the area of
corporate finance.

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

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

COMPLIANCE WITH SECTION 16.

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

Name of Reporting Person   Late Form 3   Late Form 4  Late Form 5   Transactions
------------------------   -----------   -----------  -----------   ------------
Michael D. Herman                0              1          0             4
Ray Mason                        0              2          0             2

Item 10: Executive Compensation

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


                                       18
<PAGE>

<TABLE>

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

                          Year End 2/01               0                   0                        0

                          Year End 2/00               0                   0                        0
</TABLE>

-----------------------------------
     (1) Mr.  McElhaney was paid  compensation as Vice President of New Frontier
Energy, Inc. during this period.

     Our  executive   officers  did  not  receive  any   compensation  or  other
renumeration in their capacity during the period ended February 28, 2002, and it
is not expected that such individuals will be paid compensation in that capacity
in the foreseeable future. Our directors  presently serve without  compensation,
but are entitled to be reimbursed for reasonable and necessary expenses incurred
on our behalf.

     New  Frontier's  president,  Jubal  S.  Terry,  is  also  president  of New
Frontier's  subsidiary,  Skyline  Resources  Inc. and serves  full-time.  In his
capacity  as  President  of  Skyline,  Mr.  Terry  is  employed  pursuant  to an
employment  agreement  effective  February  1,  1999 for a  three-year  term for
monthly salary of $9,250.  During the transition period ended February 28, 2002,
Mr. Terry received $9,250 in compensation as president of Skyline.  In addition,
Mr.  Terry  received  compensation  from  New  Frontier  before  it  became  our
subsidiary  in  February  2002.  Bill M.  Conrad and  Raymond E.  McElhaney  are
employed by New Frontier  and during the  transition  period ended  February 28,
2002, Messrs. Conrad and McElhaney each received $9,000 per month.

     As of fiscal year end  February  28,  2002,  there were 75,000  outstanding
options issued under the Wyoming Oil & Minerals,  Inc. Y2K Employee Benefit Plan
(the "Stock Option Plan") to one  consultant  who is not an officer or director,
exercisable  for a price of $1.50 per share.  Subsequent  to February  28, 2002,
these 75,000 options were exercised.  All available options and grants under the
Stock Option Plan have been issued, and there remains no options or grants under
the Stock Option Plan to be issued or exercised.

Item 11: Security Ownership of Certain Beneficial Owners and Management

     As of the date of this filing,  there were a total of 10,186,680  shares of
our Common  Stock  outstanding,  the only class of voting  securities  currently
outstanding.

     The following  tabulates holdings of our Common Stock as of May 31, 2002 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.

                                       19
<PAGE>

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

Raymond E. McElhaney(1)                 1,087,500                   10.68%

Bill M. Conrad                          1,023,000                   10.04%

Jubal S. Terry                            590,000                    5.79%

Officers and Directors as a group(1)    2,700,500                   26.51%
(3 individuals)

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

Ronald R. McGinnis                        541,667                    5.32%
597 W. Waterview Dr.
Green Valley, AZ 85614

John D. McKey, Jr.(2)                   1,387,374                   13.44%
7737 S.E. Loblolly Bay Dr.
Hobo Sound, FL 33455

Candice McKey(3)                        1,387,374                   13.44%
7737 S.E. Loblolly Bay Dr.
Hobo Sound, FL 33455

----------------------------
     (1) Includes  87,500  shares owned  jointly by Mr.  McElhaney and Tamara D.
McElhaney, the wife of Mr. McElhaney.

     (2) Includes 314,041 shares and warrants owned by Mr. McKey's wife, Candice
McKey,  of which he disclaims  beneficial  ownership;  includes  83,333 warrants
exercisable  for $1.00 per share until  September 14,  2003;and  25,000 warrants
exercisable for $1.00 per share until March 14, 2003.

     (3) Includes  1,073,333  shares and warrants owned by Mrs. McKey's husband,
John D. McKey, Jr. of which she disclaims beneficial ownership;  includes 25,000
warrants exercisable for $1.00 per share until March 14, 2003.

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.

                                       20
<PAGE>


Item 12. Certain Relationships and Related Transactions.

     Our executive  and  administrative  headquarters,  located at 5525 Erindale
Drive,  Suite  201,  Colorado  Springs,  Colorado  80914,  are  shared  with our
subsidiary, New Frontier Energy. We share this space with MCM Capital Management
Inc., an affiliate of two of our officers and  directors,  Raymond E.  McElhaney
and Bill M. Conrad, on a month-to-month basis for monthly rent of $1,000.


                                     PART IV

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*            Letter Agreement between Wyoming Oil & Minerals, Inc. and Blue
                Star Acid Service, Inc., dated May 24, 2002

3.1(2)          Articles of Incorporation of Wyoming Coal Corporation as filed
                with the Wyoming Secretary of State effective February 23, 1973

3.2(2)          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(2)          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(2)          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 (2)         By-Laws of Wyoming Oil and Minerals, Inc., as amended.

4               Not applicable.

9               Not applicable.

10.1(2)         Wyoming Oil and Minerals, Inc. Y2K Employee Benefit Plan

                                       21
<PAGE>

10.2*           Promissory Note between Wyoming Oil & Minerals, Inc and Russell
                W. McCoy, dated May 31, 2002

11              Not applicable.

13              Not applicable.

16              Not applicable.

18              Not applicable.

21.1*           List of subsidiaries.

22              Not applicable.

23              Not applicable.

24              Not applicable.

27              Not applicable.

99*             Financial Statements of Blue Star Acid Services, Inc. for the
                three years ended December 31, 2001, with independent auditor's
                report.

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

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

     (2) Filed as Exhibit 3.1 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.

     (b) Reports on Form 8-K.

         (i)   Form 8-K dated February 6, 2002 to report share exchange with New
               Frontier Energy, Inc. and change in control;

                                       22
<PAGE>


         (ii)  Form 8-K/A dated February 6, 2002 to report Financial Statements,
               Proforma Financial Information and Exhibits.

         (iii) Form 8-K/A dated February 6, 2002 to report Financial Statements,
               Proforma  Financial  Information,  Change  of  Fiscal  Year  and
               Exhibits.

                                       23
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned  thereunto duly  authorized in Colorado  Springs,
Colorado on the 13th day of June 2002.


                                          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             June 13, 2002
--------------------------      and Secretary                     --------------
Raymond E. McElhaney


/s/ Bill M. Conrad              President, Chief Financial        June 13, 2002
--------------------------      and Accounting Officer,           -------------
Bill M. Conrad                  Treasurer and Director


/s/ Jubal S. Terry              Director                          June 13, 2002
--------------------------                                        -------------
Jubal S. Terry

                                       24
<PAGE>


                          WYOMING OIL & MINERALS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                     FOR THE PERIOD ENDED FEBRUARY 28, 2002

<PAGE>

                                TABLE OF CONTENTS
                                                                         Page
                                                                         ----

Independent Auditor's Report                                              F-1

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

Notes to Consolidated Financial Statements                                F-6


<PAGE>

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



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

I have audited the  accompanying  balance sheet of Wyoming Oil & Minerals,  Inc.
and subsidiaries as of February 28, 2002 and the related consolidated statements
of operations and comprehensive  loss, changes in stockholders'  equity and cash
flows for the period from  November 1, 2001 to February  28,  2002.  I have also
audited the accompanying consolidated statements of operations and comprehensive
loss and cash  flows of New  Frontier  Energy,  Inc.  only for the  period  from
November  1, 2000 to February  28,  2001.  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.

The  consolidated   financial  statements  of  New  Frontier  Energy,  Inc.  and
subsidiary  as of and for the year ended  October 31, 2001 were audited by other
auditors whose opinion dated April 19, 2002 on those statements was unqualified.

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, 2002,  and the results of its  operations and
changes in its  stockholders'  equity  and its cash  flows for the  period  from
November 1, 2001 to February  28,  2002 and the results of  operations  and cash
flows of New  Frontier  Energy,  Inc.  for the period  from  November 1, 2000 to
February 28, 2001, in conformity with accounting  principles  generally accepted
in the United States of America.

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

May 24, 2002
Casper, Wyoming


                                       F-1
<PAGE>



<TABLE>

                          WYOMING OIL & MINERALS, INC.
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                           February 28,   October 31,
                                                               2002         2001 (a)
                                                           -----------    -----------
<S>                                                        <C>            <C>
      ASSETS

CURRENT ASSETS
      Cash                                                 $    76,752    $   258,816
      Accounts receivable                                        6,508         20,737
      Marketable equity securities (Note 3)                    401,264           --
      Inventory of oil in tanks - at lower of cost
        (specific identification) or market                     34,601           --
      Note receivable                                             --           38,000
                                                           -----------    -----------
             Total current assets                              519,125        317,553
                                                           -----------    -----------

Property and equipment, net of accumulated depreciation
  and depletion of $11,209 at February 28, 2002 and
  $1,621 at October 31, 2001 (Notes 4, 5 and 6)              3,372,638      2,992,296
                                                           -----------    -----------

OTHER ASSETS
      Financing fees, net of accumulated amortization
        of $15,867                                               5,133           --
      Other                                                     12,913          2,150
                                                           -----------    -----------
                                                                18,046          2,150
                                                           -----------    -----------

                                                           $ 3,909,809    $ 3,311,999
                                                           ===========    ===========

      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                     $   102,871    $   148,793
      Accrued expenses                                         146,659         86,603
      Notes payable ($500,000 related party) (Note 5)          578,750        575,000
      Current portion of long-term debt (Note 6)               110,007           --
                                                           -----------    -----------
             Total current liabilities                         938,287        810,396
                                                           -----------    -----------

Long-term debt (Note 6)                                        530,013           --
                                                           -----------    -----------

STOCKHOLDERS' EQUITY (Notes 2 and 8)
      Common stock, 25,000,000 shares authorized,
        $.01 par value, 9,572,639 issued and outstanding        95,726          8,557
      Preferred stock, 2,000,000 shares authorized,
        no par value, none issued or outstanding                  --             --
      Additional paid in capital                             2,877,157      2,904,150
      Accumulated deficit                                     (712,216)      (411,104)
      Accumulated other comprehensive income,
        net of deferred income taxes                           180,842           --
                                                           -----------    -----------
                                                             2,441,509      2,501,603
                                                           -----------    -----------

                                                           $ 3,909,809    $ 3,311,999
                                                           ===========    ===========
</TABLE>


(a)  Represents only the consolidated financial position of New Frontier Energy,
     Inc. (the accounting acquirer) and its subsidiary, Skyline Resources, Inc.

See accompanying notes to the consolidated financial statements.

                                       F-2

<PAGE>

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

                                                    Period From             Period From
                                                  November 1, 2001       November 1, 2000
                                                   to February 28,        to February 28,
                                                      2002 (a)               2001 (b)
                                                  ----------------       ----------------
<S>                                               <C>                    <C>
Operating revenues
       Oil and gas sales                          $         13,621       $          --
                                                  ----------------       ----------------

Operating expenses
       Oil and gas production costs                         11,259                   --
       Exploration costs                                       218                   --
       Dry hole costs                                       61,383                   --
       General and administrative                          204,547                  6,540
       Depreciation, depletion and amortization              3,761                   --
                                                  ----------------       ----------------
             Total operating expense                       281,168                  6,540
                                                  ----------------       ----------------

(Loss) from operations                                    (267,547)                (6,540)
                                                  ----------------       ----------------

Other income (expense)
       Interest income                                         269                   --
       Interest expense                                    (33,834)                   (60)
                                                  ----------------       ----------------
             Other income (expense), net                   (33,565)                   (60)
                                                  ----------------       ----------------

(Loss) before income taxes                                (301,112)                (6,600)

Income taxes
       Current                                                --                     --
       Deferred                                               --                     --
                                                  ----------------       ----------------
                                                              --                     --
                                                  ----------------       ----------------

Net (loss)                                                (301,112)                (6,600)

Other comprehensive income, net of tax
       Unrealized gain on available for
         sale securities                                   180,842                   --
                                                  ----------------       ----------------

Comprehensive (loss)                              $       (120,270)      $         (6,600)
                                                  ================       ================

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

Weighted average shares outstanding
       Basic and diluted                                 8,736,132              8,556,923
</TABLE>


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

(b)  Represents New Frontier Energy, Inc. transactions only.

See accompanying notes to the consolidated financial statements.

                                       F-3

<PAGE>

<TABLE>
                          WYOMING OIL & MINERALS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
<CAPTION>


                                      Common Stock                                         Accumulated
                               --------------------------    Additional                      Other
                               $.01 Par Value                 Paid-in      Accumulated   Comprehensive
                                  Shares         Amount       Capital        Deficit        Income         Total
                                -----------   -----------   -----------    -----------    -----------   -----------
<S>                             <C>           <C>           <C>            <C>            <C>           <C>
Balance, New Frontier Energy,
  November 1, 2001                8,556,923   $     8,557   $ 2,904,150    $  (411,104)   $      --     $ 2,501,603

Adjustment for reverse
  acquisition of Wyoming
  Oil & Minerals                    990,716        86,919       (76,743)          --             --          10,176
Sale of stock                        25,000           250        49,750           --             --          50,000

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

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

Balance, February 28, 2002        9,572,639   $    95,726   $ 2,877,157    $  (712,216)   $   180,842   $ 2,441,509
                                ===========   ===========   ===========    ===========    ===========   ===========
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       F-4
<PAGE>

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

                                                                       Period From         Period From
                                                                    November 1, 2001    November 1, 2000
                                                                     to February 28,     to February 28,
                                                                        2002 (a)            2001 (b)
                                                                    ----------------    ----------------
<S>                                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                           $(301,112)         $  (6,600)
     Adjustments to reconcile net (loss) to net cash
        provided by (used in) operating activities:
          Depreciation, depletion and amortization                          3,761                 38
          Abandonment of well                                              61,383               --
          (Increase) decrease in assets:
             Accounts receivable                                           17,097               --
             Inventory of oil in tanks                                      4,062               --
             Prepaid expense                                                 (906)              --
          Increase (decrease) in liabilities:
             Accounts payable                                            (133,882)             4,805
             Accrued expenses                                              36,198               --
                                                                        ---------          ---------

        Net cash used in operating activities                            (313,399)            (1,757)
                                                                        ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Collection of note receivable                                         38,000               --
     Purchase of property and equipment                                   (13,726)              --
     Cash acquired on reverse acquisition                                  57,061               --
                                                                        ---------          ---------

        Net cash provided by investing activities                          81,335               --
                                                                        ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                50,000               --
                                                                        ---------          ---------

        Net cash provided by financing activities                          50,000               --
                                                                        ---------          ---------

DECREASE IN CASH                                                         (182,064)            (1,757)

BEGINNING BALANCE                                                         258,816              2,017
                                                                        ---------          ---------

ENDING BALANCE                                                          $  76,752          $     260
                                                                        =========          =========

Cash paid for interest                                                  $    --            $    --
                                                                        ---------          ---------

Supplemental schedule of non-cash investing and financing activities:
        Equipment additions in accounts payable                         $   2,163          $    --
        Unproven property of $6,667 and equipment held
          for resale of $5,900 reclassified from abandonment
          of well                                                       $  12,567          $    --
        Vehicles purchased for $76,701 in exchange for
          notes payable of $64,439                                      $  64,993          $    --
        Issuance of stock for accounts payable                          $    --            $   9,098
        Issuance of stock in exchange for subscriptions
          receivable                                                    $    --            $  60,000
</TABLE>


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

(b)  Represents New Frontier Energy, Inc. transactions only.

See accompanying notes to the consolidated financial statements.

                                       F-5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       F-6
<PAGE>

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


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

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

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

     Marketable Equity Securities
     ----------------------------

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

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

     Unproved Oil and Gas Properties
     -------------------------------

     All of the Company's interests in its oil and gas properties are located in
     the  United  States  and are  accounted  for using the  successful  efforts
     method. Under the successful efforts method, the costs of successful wells,
     development  dry  holes  and  leases  containing  productive  reserves  are
     capitalized  and amortized on a unit-of  production  basis over the life of
     the related  reserves.  Estimated  future  abandonment and site restoration
     costs,   net  of   anticipated   salvage   values,   are   amortized  on  a
     unit-of-production basis over the life of the related reserves. Exploratory
     drilling costs are initially  capitalized  pending  determination of proved
     reserves but are charged to expense if no proved reserves are found.  Other
     exploration costs, including geological and geophysical expenses applicable
     to undeveloped leasehold,  expiration costs and delay rentals, are expensed
     as incurred.

     Unproved  leasehold costs are capitalized and are not amortized  pending an
     evaluation  of  the  exploration   results.   If  unproved  properties  are
     determined to be  productive,  the related costs are  transferred to proved
     oil and gas  properties.  If unproved  properties  are determined not to be
     productive,  or if such properties have been otherwise impaired, the excess
     carrying  value is charged to expense.  Unproved  properties  are  assessed
     quarterly for impairment in value, with any impairment charged to expense.

     The Company's proved oil and gas properties are reviewed for indications of
     impairment  whenever  events or  circumstances  indicate  that the carrying
     value of its oil and gas properties may not be recoverable.

                                       F-7
<PAGE>


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


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

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

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

     Financing Fees
     --------------

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

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

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

     Impairment of Long-Lived Assets
     -------------------------------

     The Company periodically reviews the carrying amount of property, plant and
     equipment  and its  identifiable  intangible  assets to  determine  whether
     current  events  or  circumstances  warrant  adjustments  to such  carrying
     amounts.  If an  impairment  adjustment is deemed  necessary,  such loss is
     measured by the amount that the carrying value of such assets exceeds their
     fair value.  Considerable  management judgment is necessary to estimate the
     fair value of assets; accordingly,  actual results could vary significantly
     from such  estimates.  Assets to be disposed of are carried at the lower of
     their financial statement carrying amount or fair value less costs to sell.

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

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

                                       F-8
<PAGE>


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


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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 which
     requires the liability method of accounting for income taxes. The liability
     method  requires the recognition of deferred tax assets and liabilities for
     the future tax consequences of temporary  differences between the financial
     statement basis and the tax basis of assets and liabilities.

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

     In June 2001, SFAS No. 141 "Business Combinations" was issued. SFAS No. 141
     requires that all business combinations be accounted for using the purchase
     method  and  that  one  of two  specified  criteria  be met in  identifying
     intangible assets apart from goodwill.  Additional disclosures are required
     in respect to the primary  reasons  for the  business  combination  and the
     allocation  of  the  purchase  price  paid  for  the  assets  acquired  and
     liabilities assumed by major balance sheet caption. SFAS No. 141 applies to
     all  business  combinations  initiated  after June 30,  2001.  The  Company
     applied the  provisions  of SFAS No. 141 for the reverse  acquisition  that
     took place on February 6, 2002 (Note 2).

     In June 2001,  SFAS No. 142  "Goodwill  and Other  Intangible  Assets"  was
     issued.  Under the provisions of SFAS No. 142 goodwill and other intangible
     assets with an indefinite  life are no longer  amortized but will be tested
     at least annually for impairment. The statement provides a two step process
     for estimating  fair value of the reporting  units and measuring the amount
     of impairment,  if any, of goodwill and other intangible  assets.  SFAS No.
     142 is effective for fiscal years beginning after December 15, 2001.

     The Company  does not expect SFAS No. 142 to have a material  impact on its
     financial  statements  because it does not have any  recorded  goodwill  or
     other significant intangible assets.

                                       F-9
<PAGE>


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


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

     Recent Pronouncements (Continued)
     ---------------------------------

     In August, 2001, SFAS No. 144 "Accounting for the Impairment or Disposal of
     Long-Lived  Assets" was issued.  This statement  establishes a single model
     based upon SFAS No. 121 for  accounting  for the  impairment or disposal of
     long-lived  assets.  It superseded FASB Statement No. 121 and the reporting
     provisions  of APB  Opinion  No.  30 for the  disposal  of a  segment  of a
     business and also amends certain provisions of Accounting Research Bulletin
     No. 51.  SFAS No. 144 is  effective  for  financial  statements  issued for
     fiscal years  beginning after December 15, 2001.  Management  believes that
     the adoption of SFAS No. 144 will have no material  effect on the Company's
     financial statements.


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

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

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

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

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

                                      F-10
<PAGE>

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


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

     Unaudited proforma  information assuming the transaction had been completed
     on November 1, 2000 is as follows. The proforma amounts are not necessarily
     indicative of the results that may be reported in the future.

                                       Period from          Period from
                                     November 1, 2001     November 1, 2000
                                           to                    to
                                    February 28, 2002    February 28, 2001
                                   ------------------    -----------------
     Sales                            $  55,313            $ 119,010

     Net loss for the period          $(399,392)           $(279,908)

     Loss per share                   $    (.05)           $    (.03)


3.   MARKETABLE EQUITY SECURITIES
     ----------------------------

     Marketable equity securities are summarized as follows:

              Basis at date of reverse acquisition        $ 220,422
              Fair value at February 28, 2002               401,264
                                                          ---------

              Gross unrealized gains                      $ 180,842
                                                          =========


4.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consists of the following:

              Proved oil and gas properties                     $   121,500
              Unproved oil and gas properties                     2,914,267
              Vehicles                                               76,701
              Office furniture and equipment                         21,379
              Proved oil and gas properties held for resale         250,000
                                                                 -----------
                                                                  3,383,847
              Less accumulated depreciation, depletion
                and amortization                                    (11,209)
                                                                 -----------

                                                                $ 3,372,638
                                                                 ===========

                                      F-11
<PAGE>


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


5.   NOTES PAYABLE
     -------------

     The Company had outstanding notes payable as follows:

            Note to an individual, due on demand, interest at 1%
              over the prime rate (4.75% at February 28, 2002)
              secured by a producing well.                            $   3,750

            "Bridge" loans payable to various entities ($500,000
              to related  party),  due on  demand  at 15% interest,
              convertible   into  common  stock at the lenders'
              discretion  at  either  $.75  or  $1.00 per  share,
              depending  on  the  bridge  loan,  into a  total  of
              600,000 shares of common stock                            575,000*
                                                                      ---------

                                                                      $ 578,750
                                                                      =========

     *  - on March 29, 2002,  $500,000 of this amount was converted to 500,000
        shares of common stock.

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

        Average aggregate short-term borrowings             $ 575,938

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

        Weighted average interest rate                           15.0 %

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

     The Company has incurred  interest  expense on the above  "bridge" loans of
     $84,771  at  February  28,  2002 which is unpaid  and  included  in accrued
     expenses on the balance sheet.  This interest  payable is also  convertible
     into common stock as described above.

                                      F-12
<PAGE>

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


6.   LONG-TERM DEBT
     --------------

     The Company had long-term debt as follows:

            Note payable to a bank, due in quarterly
              payments of $38,000 including interest at
              .75% above Wall Street Journal prime
              (4.75% at February 28, 2002), maturity
              date March 18, 2005, secured by preferred
              stock of a third party.                          $    575,581

            Note payable to Ford Motor Credit, due in
              monthly payments of $972 at 0%
              financing, maturity date March 14, 2005,
              collateralized by vehicle.                             34,993

            Note payable to GMAC, due in monthly
              payments of $705 including interest at
              5.9%, maturity date March 15, 2006,
              collateralized by vehicle.                             29,446
                                                               ------------
                                                                    640,020
            Less current portion                                   (110,007)
                                                               ------------

                                                               $    530,013
                                                               ============

     Estimated maturities on long-term debt are as follows:

                    February 28, 2003               $ 110,007
                          2004                        146,911
                          2005                        154,546
                          2006                        228,556
                                                    ----------

                                                    $ 640,020
                                                    ==========

7.   INCOME TAXES
     ------------

     The Company  accounts for income taxes under SFAS No. 109,  "Accounting for
     Income  Taxes",  which  requires  use of the  liability  method.  SFAS  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

                                      F-13
<PAGE>



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

7.   INCOME TAXES (Continued)
     ------------------------

     to income  before  provision  for income  taxes.  The  Company's  estimated
     effective tax rate of 38.95% is offset by a reserve due to the  uncertainty
     regarding the realization of the deferred tax asset. It is more likely than
     not that the net tax deferred benefits will not be realized.

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

              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:

            Deferred tax assets:
              Net operating loss carryforwards                $1,355,424
              Marketable equity securities                        13,721
            Deferred tax liabilities:
              Property and equipment                            (392,259)
                                                              -----------
                                                                 976,886
            Less valuation allowance                            (976,886)
                                                              -----------

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

     The  change  in the  deferred  tax asset  valuation  for the  period  ended
     February 28, 2002 was approximately $86,997 increase.

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

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

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

     The Company has a consolidated  tax loss  carryforward of $3,479,907  which
     expires through 2022. However,  because of the Section 382 limitation,  the
     portion of the Company's total net operating loss carryforward which may be
     utilized through expiration is not currently known but it is more like than
     not that the tax loss carryforwards will not be utilized.

                                      F-14
<PAGE>

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


8.   STOCKHOLDERS' EQUITY
     --------------------

     The Company has issued stock purchase  warrants  related to the issuance of
     the "bridge" loans (See Note 5).

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

     There is also an option to purchase  75,000  shares of common stock under a
     nonqualified  stock option grant from the Company's  Employee Benefit Plan.
     The exercise price is $1.50 per share and expires  January 10, 2003.  There
     are no more available shares in the Employee Benefit Plan.

     The  Company  is  authorized  to issue  2,000,000  shares of "blank  check"
     preferred  stock, no par value.  The preferred shares shall have such other
     designations,  preferences, and such relative,  participating,  optional or
     other  special  rights  as may be  determined  by the  Company's  Board  of
     Directors.

     See Note 5 also.


9.   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.

10.  IMPAIRMENT OF LONG-LIVED ASSETS
     -------------------------------

     In  accordance  with  the  provisions  of  SFAS  121,  Accounting  for  the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets To Be Disposed
     Of, the  Company  reviews  the  carrying  values of its  long-lived  assets
     whenever  events or changes in  circumstances  indicate  that such carrying
     values  may  not be  recoverable.  SFAS  121  requires  that  the  impaired
     capitalized  costs of an asset group be reduced to the estimated fair value
     of the asset  group.  Expected  cash  flows and the values  were  estimated
     internally  using Company  methodology  and  practices for valuing  similar
     properties to be acquired or sold.  There were no impairments  required for
     the fiscal year ended February 28, 2002.

11.  RELATED PARTIES
     ---------------

     The Company  rents its  Lakewood,  Colorado  office from a related party at
     $400 per month on a month to month basis. See Note 5 also.

                                      F-15
<PAGE>


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


12.  SUBSEQUENT EVENT
     ----------------

     On May 24, 2002 the Company  signed a letter  agreement to purchase 100% of
     the stock of Blue Star Acid Services,  Inc., an oil field service  company.
     Consideration will be cash, marketable equity securities,  loans and common
     stock.

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

     Capitalized Costs
     -----------------

     Capitalized   costs  relating  to  the  Company's  oil  and  gas  producing
     activities as of February 28, 2002, and October 31, 2001 are as follows:

                                                     2002           2001
                                                 -------------  -------------
     Proved properties                           $    371,500   $         --
     Unproved properties                            2,914,267      2,980,316
                                                 -------------  -------------

                                                 $  3,285,767   $  2,980,316
                                                 =============  =============

     Accumulated depreciation and depletion      $        624   $         --
                                                 =============  =============

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

     Costs  incurred  in oil  and  gas  property  acquisition,  exploration  and
     development activities,  including capital expenditures,  are summarized as
     follows for the period  November  1, 2001 to February  28, 2002 (all in the
     United States):

                                                           2002
                                                        ----------
               Property acquisition costs:
                 Proved properties                      $  371,500
                 Unproved properties                    $   66,049
                 Exploration costs                      $      218
                 Development costs                      $       --

                                      F-16
<PAGE>


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


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

     Results of operations for oil and gas producing activities
     ----------------------------------------------------------

     The results of operations for oil and gas producing  activities,  excluding
     capital  expenditures  and corporate  overhead and interest  costs,  are as
     follows for the period  November  1, 2001 to February  28, 2002 (all in the
     United States):

                                                              2002
                                                            --------
                   Revenues                                 $ 13,621
                   Production costs                           11,259
                   Exploration costs                             218
                   Depreciation and depletion                    624
                                                            --------

                                                            $  1,520
                                                            ========

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

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

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

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

                                      F-17
<PAGE>


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


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

     Oil and Gas Reserve Quantities (Continued)
     ------------------------------------------

     Presented below is a summary of the changes in estimated proved reserves of
     the Company,  all of which are located in the United States, for the period
     November 1, 2001 to February 28, 2002:

                                                          2002
                                              -----------------------------
                                                  Oil                Gas
                                                 (bbls)             (mcf)
                                              ------------    -------------
          Proved reserves:
            Beginning of period                         -                -
            Revisions of previous estimates             -                -
            Purchase of minerals in place          15,027           68,258
            Production                               (232)               -
            Sales of minerals in place                  -                -
                                              ------------    -------------

          End of period                            14,795           68,258
                                              ============    =============

          Proved developed reserves:
            Beginning of year                           -                -
                                              ============    =============
            End of year                            14,795           68,258
                                              ============    =============

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

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

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

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

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

                                      F-18
<PAGE>


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


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

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

     Presented below are the standardized  measure of discounted future net cash
     flows and changes therein  relating to proved reserves as of the year ended
     February 28, 2002 and October 31, 2001.

                                                 2002               2001
                                             -------------     ---------------
         Future cash inflows                 $    340,847      $            -
         Future production and
          development costs                      (202,707)                  -
         Future income tax expenses                     -                   -
                                             -------------     ---------------
         Future net cash flows                    138,140                   -

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

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

                                                                   2002
                                                                -----------
             Sales and transfers of oil and gas produced,
              net of production costs                           $   (2,362)
             Net changes in prices                                       -
             Revisions of previous quantities estimates                  -
             Net change in purchases and sales of
              minerals in place                                     81,869
             Accretion of discount                                       -
             Net changes in income taxes                                 -
                                                                -----------

             Net increase                                           79,507

             Estimated standardized measure:
               Beginning of year                                         -
                                                                -----------

               End of year                                      $   79,507
                                                                ===========

                                      F-19