SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment Number 1
Under the Securities Exchange Act of 1934
WYOMING OIL & MINERALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
983450-20-6
(CUSIP Number)
JULIA K. O'NEILL, FLEMING & O'NEILL, P.C.
268 SUMMER STREET, 3D FLOOR, BOSTON, MA 02210 (617) 350-7770
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
02/18/00
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 983450-20-6
1) Names of Reporting Persons
I. R. S. Identification No. of Above Persons (entities only)
Michael D. Herman
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6) Citizenship or Place of Organization
U.S.
Number of (7) Sole Voting Power
Shares 674,000
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 674,000
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
674,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
79.6%
14) Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D
MICHAEL D. HERMAN
Item 1. Security and Issuer
Common Stock
Wyoming Oil & Minerals, Inc.
330 South Center, Suite 419
Casper, Wyoming 82601
Item 2. Identity and Background
(a) Michael D. Herman
(b) 330 South Center, Suite 419, Casper, Wyoming 82601
(c) Business Consultant
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment is being filed to reflect the grant and simultaneous cashless
exercise of 300,000 options by Michael D. Herman which occurred on February 18,
2000, as well as the grant of an additional 300,000 options to purchase common
stock at a price of $3.00 per share. Mr. Herman now directly owns 374,000
shares of common stock in the issuer and is also the beneficial owner of
300,000 shares by way of unexercised stock options. Mr. Herman previously owned
7,400,000 shares, which due to a 1-for-100 reverse split effectuated on February
18, 2000, automatically converted into 74,000 shares of common stock.
Item 4. Purpose of Transaction
The purpose of the acquisition is to maintain control of the issuer.
Michael D. Herman may increase his amount of beneficial ownership of common
stock of the Company by way of the grant of an additional 400,000 options
pursuant to a Stock Purchase and Restructuring Agreement described in and
attached as an Exhibit to Schedule 13D filed by Mr. Herman on Nov. 9, 1999. In
such event, assuming no further issuances of stock, Mr. Herman would become the
beneficial owner of 86% of the outstanding common shares. Prior to the exercise
of any such additional options he would be the direct owner of 374,000 shares
and the beneficial owner of an additional 700,000 shares by way of unexercised
stock options.
Item 5. Interest in Securities of the Issuer
(a) Mr. Herman beneficially owns 674,000 shares of Common Stock of the
issuer, which represents 79.6% of the outstanding shares. He owns 374,000
shares directly, and is the beneficial owner of 300,000 by way of currently
exercisable stock options.
(b) Mr. Herman has sole power to vote and dispose of all shares owned by him.
(c) During the past sixty days, the only transactions by Mr. Herman in the
securities of the issuer are the transactions described herein.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Reference is made to the Stock Purchase and Restructuring Agreement previously
filed with Schedule 13D on November 9, 1999.
Item 7. Material to be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
02/18/00 /s/ Michael D. Herman
Date Michael D. Herman
