--------------------------------------------------------------------------------
                       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
                  For the fiscal years ended December 31, 2000

                                       OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 0-7922

                            BRODIE EXPLORATION CORP.
               (Exact name of registrant as specified in charter)

           Colorado                                       84-0675149
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation  or organization)                         Identification No.)

12  Woodway  Oaks  Lane
Houston,  Texas                                                 77056
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code:  (713) 626-8960

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

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 par value

     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  proceeding  12  months  (or  for such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes      No  X.
                                                     ---     ---

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

     Revenues  of the Registrant for the fiscal year ended December 31, 2000 are
$8,279.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  registrant,  computed at par value of $0.01 per share, as no trading market
is  active  and  no  reference  is available as to the price paid for the common
equity,  on  December  31,  2000,  was  $23,046.49.  As  of  December  31, 2000,
registrant  had  48,328,165  shares  of  Common  Stock  outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>
<TABLE>
<CAPTION>
                                 BRODIE EXPLORATION CORP.

                                         FORM 10-K

                               YEAR ENDED DECEMBER 31, 2000

                                   TABLE OF CONTENTS

                                        PART I

                                                                                   Page
<S>                                                                                <C>
Item 1      Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Item 2      Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Item 3      Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Item 4      Submission of Matters to a Vote of Security Holders . . . . . . . . .     8

                                        PART II

Item 5      Market for Registrant's Common Equity and Related Stockholder Matters     8
Item 6      Management's Discussion and Analysis of Financial
               Condition and Results of Operation . . . . . . . . . . . . . . . .     9
Item 7      Financial Statements and Supplementary Data . . . . . . . . . . . . .    11
Item 8      Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . .    11

                                        PART III

Item 9      Directors and Executive Officers of the Registrant. . . . . . . . . .    11
Item 10     Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . .    12
Item 11     Security Ownership of Certain Beneficial Owners and Management. . . .    12
Item 12     Certain Relationships and Related Transactions. . . . . . . . . . . .    13
Item 13     Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . .    14
</TABLE>


                                        2
<PAGE>
                                     PART I
                                     ------


              CAUTIONARY LANGUAGE ABOUT FORWARD-LOOKING STATEMENTS

     Some  of  the  information  in  this  Annual Report on Form 10-KSB contains
forward-looking  statements  within the meaning of Section 27A of the Securities
Act  of  1933  and  Section 21E of the Securities and exchange Act of 1934.  The
forward-looking  statements  speak  only as to the date made and we undertake no
obligation  to  update  such  forward-looking statements.  These forward-looking
statements  may  be  identified  by  the  use  of the words "believe," "expect,"
"anticipate,"  "will,"  "contemplate,"  "would,"  and  similar  expressions that
contemplate  future  events.  These future events include the following matters:

     -    financial position;
     -    business strategy;
     -    budgets;
     -    amount, nature and timing of capital expenditures;
     -    drilling of wells;
     -    natural gas and oil reserves;
     -    timing and amount of future production of natural gas and oil;
     -    operating costs and other expenses;
     -    cash flow and anticipated liquidity;
     -    prospect development and property acquisitions;
     -    marketing of natural gas and oil.

     Numerous  important  factors,  risks  and  uncertainties  may  affect  our
     operating  results,  including:

     -    the risks associated with exploration;
     -    the ability to find, acquire, market, develop and produce new
          properties;
     -    natural gas and oil price volatility;
     -    uncertainties in the estimation of proved reserves and in the
          projections;
     -    future rates of production and timing of development expenditures;
     -    operating hazards attendant to the natural gas and oil business;
     -    potential mechanical failure or under-performance of wells;
     -    climactic conditions;
     -    availability and cost of material and equipment;
     -    delays in anticipated start up dates;
     -    availability of capital;
     -    the strength and financial resources of competitors;
     -    regulatory developments;
     -    environmental risks; and
     -    general economic conditions.

     Any  of  the  factors listed above and other factors contained in this Form
10-KSB  could  cause  our  actual  results to differ materially from the results
implied  by  these  or any other forward-looking statements made by us or on our
behalf.  We  cannot  assure  you  that  future  results  will meet expectations.


                                        3
<PAGE>
                                     ITEM I
                                     ------


                                    BUSINESS
                                    --------


GENERAL
-------

     Brodie  Exploration  Corporation  is a Colorado corporation formed in 1974.
We  were  active  in  oil,  gas  and  mining operations principally in the Rocky
Mountain states from 1974 to 1982.  During that period, our headquarters were in
Denver, Colorado.  In 1982, we had a change of control and our headquarters were
moved  to  Houston,  Texas.  Activity  was curtailed until 1987 when control was
acquired  by  Arthur  Oil  Corporation,  a  privately  owned  company whose sole
shareholder,  president  and  sole  director  is  Joe  E. Guyer, who is also our
President  and  Chairman  of  the  Board  of Directors.   As of August 25, 1994,
however,  Arthur  Oil  Corporation  transferred  25,000,000 shares of our common
stock,  par  value  $0.01  per share (the "Common Stock"), (or 81% of the Common
Stock  held  by  it)  to  Elizabeth  C. Guyer, the spouse of Joe Guyer.   We are
engaged  in  the acquisition, development, production and exploration of oil and
natural  gas  reserves.  Our  properties  are  concentrated in West Virginia and
Colorado.  We plan to make acquisitions of various energy producing assets using
cash and/or capital stock that we believe will generate sufficient cash flows to
fund  our  operations  and  meet  our future working capital needs.  Because the
timing  of  these  acquisitions  cannot  be  controlled,  we  are evaluating and
exploring  other  financing  alternatives.

DEVELOPMENT  ACTIVITIES
-----------------------

     Due  to  insufficient  capital,  we  are  not  engaging  in any development
activities  at  this  time.

BUSINESS  STRATEGY
------------------

     For  many  years  we  pursued  the  acquisition  of  producing  oil and gas
properties,  as  disclosed  in  previous  filings.  Our  lack  of success in the
acquisition  exercise was a combination of factors: unstable oil and gas prices,
which  not only made income forecasting risky, but also created wide disparities
for  both buyers, sellers and lenders; during the low points in commodity prices
the  number  of  financing  sources  was  substantially  reduced;  and, industry
infrastructure  was  changing  broadly,  creating  organization  problems.

     One  change  was  the  continued  increase in international exploration and
production  by  the  large  companies  with  a  corresponding  decrease in their
domestic  activities.  At  a  relatively  recent point in time, commodity prices
started  increasing.  With the great reduction of activity and investment by the
large  companies  in  exploration  and production in the lower 48 states, a wide
opening  of  opportunity  was  created  for  independents.  Combined  with  the
increases  in  oil  and  gas  prices  a very attractive domestic environment was
created,  however  this  environment  may  change.

     Our  board of directors decided to explore new avenues and strategy. We are
involved  in  a West Texas oil and gas project generating exploratory prospects.
This  is a relatively inactive geographic / exploratory area principally  due to
the  fact  that  most  major  oil companies have divested themselves of domestic
properties,  all  of  which  offers  opportunities  for the domestic independent
industry.  To  capitalize  on  this  prospect, we have engaged the services of a
highly  trained,  experienced geologist, who is generating prospects over a five
county  area.  We  believe  we  will  then  be  able to obtain partners who will
conduct  seismic  surveys  as  needed  and  drill  wells.

COMPETITION
-----------

     We  face  competition from other oil and gas companies in all aspect of our
business, including acquisition of producing properties, and oil and gas leases,
marketing of oil and gas, and obtaining goods, services, and labor.  Most of our
competitors  have  substantially  larger financial and other resources.  Factors
that affect our ability to acquire producing properties include available funds,
available  information  about  the property, and our standards established for a
minimum  projected  return  on  investment.  Competition  is  also  presented by
alternative  fuel sources, including heating oil and other fossil fuels.  We can
provide  no assurance that we will be able to compete effectively with companies
that  have  greater  resources  than  ours.


                                        4
<PAGE>
REGULATION
----------

     Our operations are subject to numerous federal, state and local laws, rules
and  regulations affecting the oil and gas industry.  The failure to comply with
such  laws,  rules  and  regulations  can  result  in substantial penalties.  We
believe  we  have  conducted  our  operations  in  substantial  compliance  with
applicable  laws,  rules and regulations governing our activities.  There can be
no  assurance that such laws, rules or regulations will not change in the future
or  that  we  will  not  be  required  to incur significant costs related to our
compliance  with  such  laws,  rules  and  regulations.

     Federal  Regulation  of  Transportation  of  Natural Gas. Historically, the
transportation  and  sale  for resale of natural gas in interstate commerce have
been  regulated  by  the  Natural Gas Act of 1938, the Natural Gas Policy Act of
1978,  and  the  regulations  promulgated  by  the  Federal  Energy  Regulatory
Commission. In the past, the federal government has regulated the price at which
natural  gas could be sold. Deregulation of natural gas sales by producers began
with  the enactment of the Natural Gas Policy Act. In 1989, Congress enacted the
Natural  Gas Wellhead Decontrol Act, which removed all remaining Natural Gas Act
and Natural Gas Policy Act price and non-price controls affecting producer sales
of natural gas effective January 1, 1993. Congress could, however, reenact price
controls  in  the  future.

     Additional  proposals  and  proceeding  that  might  affect the natural gas
industry  are pending before Congress, the Federal Regulatory Commission and the
courts.  The  natural gas industry historically has been very heavily regulated;
therefore,  we  cannot  assure  you  that the less stringent regulatory approach
recently  pursued  by the Federal Energy Regulatory Commission and Congress will
continue.

     Federal  Regulation  of  Transportation  of Oil. Effective as of January 1,
1995,  the  Federal  Energy  regulatory  Commission  implemented  regulations
establishing  an  indexing system for transportation rates for interstate common
carrier  oil  pipelines. These rates are generally indexed to inflation, subject
to  conditions  and  limitations.  These  regulations  may,  over  time, tend to
increase  transportation costs or reduce wellhead prices for oil. However, we do
not  believe that these regulations affect us any differently than other oil and
gas  producers,  gatherers  and  marketers.

     State Regulation. Our oil and gas operation are subject to various types of
regulation  at  the  state  and local levels. These regulations require drilling
permits,  regulate  the  methods  for  developing new fields and the spacing and
operation  of  wells  and  waste  prevention,  and  sometimes  impose production
limitations.  These  regulations  may  limit  our  production from wells and the
number  of  wells  or  locations  we  can  drill.

     Environmental Regulations.  Our operations are subject to numerous laws and
regulations  governing  the  discharge  of  materials  into  the  environment or
otherwise  relating  to  environmental  protection.  These  laws and regulations
sometimes  require  government  approvals  before  activities  occur,  limit  or
prohibit  activities  because  of protected areas or species, impose substantial
liabilities  for pollution and provide penalties for noncompliance.  As with the
industry  generally,  compliance  with  existing  and  anticipated  regulations
increases  our  overall cost of business.  These regulations, however, generally
affect us and our competitors similarly.  Environmental laws and regulations are
subject  to  frequent  change  and we are not able to predict the costs or other
impacts  of  environmental  regulation  on  our  future  operations.

EMPLOYEES
---------

     We  have  two  employees.  We  believe  that  our  relationships  with  our
employees are good.  None of our employees is covered by a collective bargaining
agreement.  From  time  to  time, we use the services of independent contractors
and  consultants  to  perform  professional  services.

RISK  FACTORS  THAT MAY AFFECT THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
--------------------------------------------------------------------------------
OF  THE  COMPANY.
-----------------

     You  should  carefully consider the risks described below before making any
investment  decision  related  to  our  securities.  The risks and uncertainties
described  below  are  not  the  only  ones  facing  us.  Additional  risks  and
uncertainties  not presently known or that we currently deem immaterial also may
impair  our  business operations.  If any of the following risks actually occur,
our  business  could  be  harmed.

     Oil  and  natural  gas  prices  are volatile, and low prices will cause our


                                        5
<PAGE>
revenues,  profitability  and  the  carrying value of our properties to decline.
Historically,  prices  for oil and natural gas have been volatile and are likely
to  continue  to  be  volatile  in the future.  For example, oil and natural gas
prices,  while  at  historically  high  levels  at  the  present  time, declined
significantly  in  1997  and  1998 and, for an extended period of time, remained
substantially  below  prices obtained in previous years.  Among the factors that
can  cause  this  volatility  are:

     -    the  level  of  consumer  demand;

     -    domestic  and  foreign  supply  of  oil  and  natural  gas;

     -    weather  conditions;

     -    domestic  and  foreign  government  regulations  and  taxes;

     -    the  ability  of  members  of  the Organization of Petroleum Exporting
          counties  to  agree to and maintain oil price and production controls;

     -    political  instability  or  armed  conflict  in  oil  and  natural gas
          producing  regions;

     -    the  price  and  level  of  foreign  imports;

     -    the  price  and  availability  of  alternative  fuels;  and

     -    the  overall  local  and  world  economic  environment.

     Prices for oil and natural gas affect the amount of cash flow available for
capital  expenditures  and  our  ability to borrow and raise additional capital.
Lower  prices  may  also  reduce  the  amount of oil and natural gas that we can
economically  produce.  Any substantial and extended decline in the price of oil
and  natural gas would decrease our cash flows, as well as the carrying value of
our proved reserves, our borrowing capacity and our ability to obtain additional
capital.

     Competition.  We  are  in an industry characterized by intense competition.
As  a  result  of our small size, we are not a significant factor in the oil and
gas  exploration  and  production  industry.  Many  of  our competitors are well
established,  have  been  in  existence for significantly longer periods of time
than  we  have,  and  have  financial, marketing, and other personnel as well as
other  resources  substantially  greater  than  we.

     Title  to Future Acquired Properties.  Any interests that we may acquire in
undeveloped  and non-producing acreage may be in the form of direct interests in
lease,  options, or permits with respect to such acreage.  While we will attempt
to acquire satisfactory title to such oil and gas properties, title opinions may
not  be  obtained prior to the time of acquisition, with the attendant risk that
some titles may be defective.  Under such circumstances, future expenditures may
be  incurred by us for title work or some leasehold properties may be abandoned.
In  addition,  such  leasehold  interests  may  be  subject to customary royalty
interest,  liens  incident  to operating agreements, liens for current taxes and
other  burdens, minor encumbrances, easements and restrictions, any of which may
subject  us  to  future  undetermined  expenses.

     Speculative  Nature of Oil and Gas Exploration.  Oil and gas exploration is
highly  speculative  in  nature,  involves many risks, and frequently results in
unproductive  properties.  These  risks are significantly higher for exploratory
wells.  Therefore,  there  can  be no assurance that our oil and gas exploration
and/or  development activities will be successful, or that any future production
will  be  profitable.

     Operating  Hazards  and Uninsured Risks.  Operations will be subject to all
of the risks normally incident to exploration for and production of oil and gas,
including  blowouts, explosions and fires, seepage, and pollution, each of which
could  result  in  damage  to  or  destruction of oil and gas wells or producing
facilities, damage to life and property, environmental damage and possible legal
liability  for  any  or  all  of  such  damages.

     Competition  for Suitable Properties.  There exists substantial competition
in  the market for properties suitable for oil and gas exploration.  Established
companies  may  have  an  advantage  over  us  because  of substantially greater
resources in terms of number of personnel, finances and access to technical data
to  devote  to  the  acquisition  of properties.  There can be no assurance that
properties  can  be obtained or that exploratory work on any properties acquired


                                        6
<PAGE>
in  the  future  will  result  in  commercially producible reserves, or that any
additional  properties  can  be  acquired  economically.

     Governmental  Regulation  and  Environmental  Controls.  Our activities are
subject  to  extensive federal, state and local laws and regulations controlling
not  only the exploration for oil and gas, but also the possible effects of such
activities  upon  the  environment.  Existing  as well as future legislation and
regulations  could  cause additional expense, capital expenditures, restrictions
and  delays  in  the  development  of  properties, the extent of which cannot be
predicted.

          Control  By  Management And Principal Shareholders.  Management and/or
its  affiliates  beneficially  owns  over 64.9% of the outstanding Common Stock.

                                     ITEM 2
                                    -------

                                   PROPERTIES
                                   ----------

HEADQUARTERS
------------

     Our  principal  executive  offices  are  located  at  12 Woodway Oaks Lane,
Houston,  Texas  77056.

OIL  AND  GAS  PROPERTIES
-------------------------

     We  own  interests  in  oil  and  gas  leases in areas in West Virginia and
Colorado.  These  interests  are  overriding  royalty interests ("ORI"), working
interests  ("WI")  and  net  revenue  interests  ("NRI").

<TABLE>
<CAPTION>
AVERAGE  SALES  PRICE  AND  LOE*  PER  EQUIVALENT  MCF
------------------------------------------------------

             Average Sales Price  Average LOE* Cost/Unit**
             -------------------  ------------------------
<S>          <C>                  <C>
1999                 2.46                      1.49
2000                 7.12                      1.83

<FN>
   *  Lease  Operating  Expenses

   ** Units  =  MCF  for  gas  and  BBLs  for  Oil
                ---
</TABLE>

PRODUCING  ACREAGE
------------------

     We  own  varying  interests  in  5 gross wells located in West Virginia and
Colorado.  The  following  table  summarizes  the type of interest held by us as
well  as  the  status  of  these  wells  as  of  December  31,  2000:

<TABLE>
<CAPTION>
Well Name
and Location      Type Interest        Status
----------------  -------------  ------------------
<S>               <C>            <C>

C.G. Hays No. 2.  .3350000 WI    Producing gas well
Gilmer Co., WV    .29181250 NRI

J.W. Wolfe No. 4  .33350000 WI   Producing gas well
Gilmer Co., WV    .29181250 NRI

State No. 1-15    .01000000 ORI  Producing gas well
Routt Co., CO

Aufrecht No. 1    .00820310 ORI  Producing gas well
Weld Co., CO

Hankins No. 1.    .00820310 ORI  Producing gas well
Weld Co., CO
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
UNDEVELOPED  ACREAGE
--------------------

     The  following table summarizes the amount of our undeveloped acreage as of
December  31,  2000:

                     Company's     Gross     Net Acres
Location             Interest      Acres    (WI*) Only
-----------------  ------------  ---------  ----------
<S>                <C>           <C>        <C>
Crook County, WY       1.5% ORI        400         ---
South Semlek &
Guthry Areas)

Weld County, CO    .802315% ORI        160         ---
(Windsor Area)

(S.W. Beacon           2.5% ORI        320         ---
Prospect)


TOTAL                                  890         ---
</TABLE>

                                     ITEM 3
                                     ------

                                LEGAL PROCEEDINGS
                                -----------------

     There are no material pending legal proceedings to which we are a party, or
of  which  any  of  our  property  is  the  subject.


                                     ITEM 4
                                     ------

                           SUBMISSION OF MATTERS TO A
                           --------------------------
                            VOTE OF SECURITY HOLDERS
                            ------------------------

     No  matters  were submitted to a vote of our shareholders during the fourth
quarter  of  2000.

                                     PART II
                                     -------

                                     ITEM 5
                                     ------

                      MARKET FOR REGISTRANT'S COMMON EQUITY
                      -------------------------------------
                         AND RELATED STOCKHOLDER MATTERS
                         -------------------------------

     The  principal  market  on  which  our  Common Stock is being traded is the
over-the-counter  market.
No  quotation  information  is  available.  What  trading  there  is, if any, is
extremely  light,  such  that market makers do not presently make markets in our
stock.

     As  of  December  31,  2000,  there were 1,423 record holders of our Common
Stock.  We  have  never  declared  or  paid  a  dividend  on  our  Common Stock.


                                        8
<PAGE>
                                     ITEM 6
                                     ------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     ---------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------


     You  should  read the following discussion and analysis in conjunction with
our  audited  financial  statements.  The  following  information  contains
forward-looking  statements.  See  "Cautionary Information About Forward-Looking
Statements."

OVERVIEW
--------

     We  are engaged in the acquisition, development, production and exploration
of  oil  and  natural  gas  reserves.  Our  properties  are concentrated in West
Virginia and Colorado.  We plan to make acquisitions of various energy producing
assets  using cash and/or capital stock that we believe will generate sufficient
cash  flows  to  fund  our operations and meet our future working capital needs.

CERTAIN  ACCOUNTING  PRACTICES
------------------------------

     We use the "full-cost" method of accounting for our oil and gas exploration
and  development  activities.  Under  the  full-cost  method, all productive and
non-productive  costs  incurred  in connection with the acquisition, exploration
and  development  of  oil  and gas reserves are capitalized and amortized on the
unit-of-production method using proved reserves.  Certain unevaluated properties
are excluded for amortization purposes until a determination has been made as to
the  existence  of  proved  reserves.  Since  our  operations are limited to the
United  States,  we  utilize  a  single  cost  center for amortization purposes.
Capitalized  costs are subject to a "ceiling test" that limits such costs in the
aggregate  of the present value of future net revenues plus the lower of cost of
fair  market  value  of  unproved  properties.  All costs relating to production
activities  are  charged  to  expense  as  incurred.


RESULTS  OF  OPERATIONS
-----------------------
     .
Results  of  operations  for  the year ended December 31, 1999 compared with the
results  of  operations  for  the  year  ended  December  31,  2000.

     Revenues  decreased  from  $93,360  for the year ended December 31, 1999 to
$8,279  for  the  year ended December 31, 2000.  The decrease of  $85,081 or 91%
was  primarily  due  to a litigation settlement of $66,107 and a gain on sale of
property  of  $13,139  in  1999.

     Expense  from  lease  operations  increased  from $2,605 for the year ended
December  31,  1999,  to  $2,611  for  the  year  ended  December  31,  2000.

     Impairment  of  oil  and  gas properties decreased from $2,172 for the year
ended  December  31,  1999,  to  $0  for  the  year  ended  December  31,  2000.

     General  and  administrative  expenses  increased  from $5,353 for the year
ended  December  31,  1999,  to  $7,653  for  the  year ended December 31, 2000.

     Depreciation  and  depletion expense decreased from $783 for the year ended
December  31,  1999,  to  $362  for  the  year  ended  December  31,  2000.


                                        9
<PAGE>
     Professional  fees  increased  from  $16,058  to  $67,614  primarily due to
geological  fees  that  never  resulted  in  lease  acquisitions.

     Interest  expense  decreased  from  $6,972  for the year ended December 31,
1999,  to $2,205 for the year ended December 31, 2000.  The decrease in interest
expense  of $4,797 or 68% resulted from the repayment of a $30,000 loan to us by
Mrs.  Guyer.

     We  had $47,687 of net income for the year ended December 31, 1999 compared
with  a  net  loss  of  $84,166  for the year ended December 31, 2000.  As noted
above,  there  were  nonrecurring  revenues of approximately $80,000 in 1999 and
increased  professional  fees  in  2000.

     We  had  net income per share of Common Stock of $.001 in December 31, 1999
and  net loss per share of $(.002) for the year ended December 31, 2000, for the
year  ended  December  31,  2000.

     We  may in the future experience significant fluctuations in our results of
operations. Such fluctuations may result in volatility in the price and/or value
of  our Common Stock if any market develops. Results of operations may fluctuate
as  a  result  of  a variety of factors, including our ability to find, acquire,
market,  develop  and  produce  new  properties,  natural  gas  and  oil  price
volatility,  competitive  conditions  in  the  industry  and  general  economic
conditions.  Shortfalls  in revenues may adversely and disproportionately affect
our  results  of  operations.  Accordingly,  we  believe  that  period to period
comparisons  of results of operations should not be relied upon as an indication
of  future  results  of  operations.  There  can be no assurance that we will be
profitable.  Due  to  the  foregoing  factors,  it is likely that in one or more
future  periods  our  operating  results  will  be below the expectations of the
investor.

     The  financial  statements  included  herein have been prepared assuming we
will  be  able  to  continue  as  a  going  concern.  As  shown in the financial
statements,  we  incurred  a net loss of $84,166 for the year ended December 31,
2000  and have incurred substantial losses since inception.  Negative cash flows
from  operating  activities  were  $16,050 for the year ended December 31, 2000.
These  factors,  among  others,  raise  doubts  about  our  ability  to generate
sufficient  cash  flow  to  meet  our  obligations  on a timely basis, to obtain
additional  financing  or  capital  and ultimately attain profitable operations.

CAPITAL  RESOURCES  AND  LIQUIDITY
----------------------------------

     As  of  December 31, 2000, our primary source of liquidity was $129 of cash
and  $2,750  of  accrued  oil and gas revenues.  Our working capital deficit and
shareholders'  equity  deficit was $102,772 and $96,562 at December 31, 2000, as
compared  to  a  working  capital  deficit of $18,968 and a shareholders' equity
deficit  of  $12,396  at  December  31,  1999.


     Net  cash  used  by operating activities during the year ended December 31,
1999  was  $18,890  compared  with $16,050 for the year ended December 31, 2000.

     Net cash provided by investing activities the year ended December 31, 1999,
was  $65,000  related  to  proceeds  from  the  sale  of oil and gas properties.

     Net  cash  used  in  financing  activities  was  $30,000 for the year ended
December 31, 1999.  The activity is attributable to payment on a note payable of
$30,000  in1999.

     Our  internally  generated  cash  flows  from  operations have historically
been  and  continue to be insufficient for our cash needs.  As of November 2001,
our  sources of external and internal financing were limited. It is not expected
that the internal source of liquidity will improve until significant net cash is
provided  by  operating  activities,  and  until  such  time,  we will rely upon
external  sources  for  liquidity.  We  believe  that  net  proceeds  of  future
anticipated  securities  offerings,  and  giving  effect  to revenues, which are
projected  to  be realized from operations, should be sufficient to fund ongoing
operations  for  a  period  of one year.  Notwithstanding, there is no assurance
that  such  anticipated offerings will be undertaken, and if undertaken, will be
successful  or  that such proceeds derived therefrom, will in fact be sufficient
to fund operations and meet our needs. Until we can obtain monthly income levels
of  approximately  $20,000,  which  would  be sufficient to fund current working
capital  needs,  there  is uncertainty as to our ability to continue our current


                                       10
<PAGE>
operations.  We believe we will be able to satisfy our cash requirements for the
next six months.  There is no assurance that the current working capital will be
sufficient to cover cash requirements for the balance of the current fiscal year
or  to  bring us to a positive cash flow position.  Lower than expected earnings
resulting  from adverse economic conditions or otherwise, may shorten the period
in  which  the  current  working  capital  may  be  expected  to  satisfy  our
requirements,  force  curtailed  operations,  or  cause  us to sell assets.  The
financial statements included herein have been prepared assuming we will be able
to continue as a going concern.  We had a working capital deficit of $102,772 at
December 31, 2000, and experienced significant losses in fiscal 2000 which raise
doubts  about  our  ability  to  generate  sufficient  cash  flow  to  meet  our
obligations  on  a  timely  basis, to obtain additional financing or capital and
ultimately  attain  profitable  operations.


INFLATION
---------

     We  do not believe that we have  been or will be more adversely affected by
inflation  than  the  economy  in  general.

                                     ITEM 7
                                     ------

                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                  -------------------------------------------


                                     ITEM 8
                                    -------

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ---------------------------------------------
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE
                     --------------------------------------

None.

                                    PART III
                                    --------

                                     ITEM 9
                                     ------

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
               --------------------------------------------------

     The  following  table  sets  forth  information regarding our directors and
executive  officers  for  the  fiscal  year  ended  December  31,  2000.

     Name                        Age        Position
--------------                   ---        --------
Joe  E.  Guyer                    76        President and Chairman of the Board

Charles  W.  Hatten               76        Director

Murray  C.  McKinnon              70        Director

     Members  of  the  Board  of  Directors  hold  office until the election and
qualification  of  their  successors.  Our  officers are elected by the Board of
Directors.

     Joe  E.  Guyer  served  as our President and director from February 1987 to
June  1991,  at  which  time he became Chairman of the Board.  In March 1992, he
again assumed the role of President.  From 1948 to 1956, Mr. Guyer was President
of  American  Stratigraphic  Company,  a  geological  consulting service that he
founded.  From 1956 to 1959, Mr. Guyer was President of Dernick - Guyer, Inc., a
contract  drilling, exploration and production company in Alberta, Canada.  From
1959  until  1970,  he  was President of Guyer Oil Company, Ltd., an oil and gas
exploration  company  in  Calgary,  which  subsequently merged with Great Basins
Petroleum  Company,  of  which Mr. Guyer was Vice President and a director until
1971.  Between 1971 and 1974, Mr. Guyer pursued studies in finance and economics
at  the  University  of Southern California and from 1974 to 1980, Mr. Guyer was
engaged  in independent oil and gas production.  In 1980, Mr. Guyer formed Argus
Energy  Corp.,  which  through the drastic decline in prices for its oil and gas
production  was  not  ultimately  able  to  meet its debt commitments, and filed
Chapter  11  and  the  company was liquidated.  Since the beginning of 1987, Mr.
Guyer  has  been involved in our acquisition and management.  Mr. Guyer attended


                                       11
<PAGE>
the  Colorado  School  of  Mines from 1947 until 1949 and received a Bachelor of
Science  degree in Business from the University of Southern California.  He also
attended  the  Graduate  School  of  Economics  at  the  University  of Southern
California.

     Charles W. Hatten became one of our directors  on June 15, 1987.  From 1949
until  1951, Mr. Hatten was a geologist with Oil Properties Consultants, located
in  Pasadena, California, and from 1951 until 1953 he served as a geologist with
Caltex Petroleum Company.  From 1953 until 1958, Mr. Hatten was senior geologist
with  Standard  Oil  Company  of  California,  in  which  capacity  he conducted
paleonotological  and geological studies in Cuba and the Caribbean area and many
countries  of  West  Africa.  From  1962  until  1965,  Mr.  Hatten was a senior
geologist  with  several  international  subsidiaries of Standard Oil Company of
Indiana,  and  supervised exploration geology in Spain, Africa, the Far East and
South  Pacific.  From  1965  until 1982, Mr. Hatten was Executive Vice President
and  subsequently  President and director of the Great Basins Petroleum Company,
during  which  time  he  managed  the  company's  oil  and  gas  exploration and
production  operations.  Between  1982 and 1986, he was Chief Operating Officer,
President  and  director  of  Century Production, Inc., a privately-held company
engaged  in  evaluating  and  acquiring  producing  oil and gas properties.  Mr.
Hatten is currently President and founder of San Carlos Oil and Gas Corporation,
which  is  engaged  in  exploration  and  drilling ventures.  Mr. Hatten holds a
Bachelor of Arts degree in Geological Sciences from the University of California
at  Berkeley.

     Murray  C.  McKinnon  became  one  of  our directors on June 15, 1987.  Mr.
McKinnon  is  a  petroleum engineering graduate of the Colorado School of Mines.
From  1952 to 1962, he was employed by Mobil Oil Company as a petroleum engineer
and  production  geologist  in California and the Rocky Mountains.  From 1962 to
1974,  Mr.  McKinnon  was  employed  by Pan Canadian Petroleum Ltd., in Calgary,
Alberta.  At  Pan  Canadian and predecessor company, Central-Del Rio Oils, Ltd.,
he  was Manager of Operations, then Vice-President, Executive Vice-President and
a  Director.  Mr.  McKinnon  returned  to the United States in 1974 to manage an
exploration  program  for Berry Holding Company, officing in Houston, Texas.  In
1977,  he  became  President and Chief Executive Officer of Trinity Resources in
Houston.  He  remained in this position until November 1985, when he resigned to
become  an  independent  oil and gas producer in Houston.  Presently he is owner
and  manager  of  American  Energy  Capital  Corporation,  engaged  in petroleum
production  and  drilling  activities.

      The board of directors held four meetings during the year 2000.  The board
of  directors does not maintain any committees.  The board operates as our audit
committee.

                                    ITEM 10
                                    -------

                             EXECUTIVE COMPENSATION
                             ----------------------

     Mr.  Guyer  has not received compensation for his services as our President
since  Mr. Downey's resignation on March 30, 1992.  The directors of the Company
also  receive  no fees for their services as members of the Board.  We intend to
begin  payments of salaries to its officers and fees to our directors as soon as
we  are  financially able to do so.  The amount of such compensation has not yet
been  determined.


                                    ITEM 11
                                    -------

                          SECURITY OWNERSHIP OF CERTAIN
                          -----------------------------
                        BENEFICIAL OWNERS AND MANAGEMENT
                        --------------------------------

     The  following table sets forth certain information as of December 31, 2000
with respect to ownership of the our outstanding common stock by (i) all persons
known  to  us to own beneficially more than five percent (5%) of our outstanding
common  stock,  (ii)  each  director,  and (iii) all directors and officers as a
group.  Unless  otherwise  indicated,  each  person  possesses  sole  voting and
investment  power  with  respect  to  the  Shares  owned  by  him.


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                 Number of         Percentage Owned
Name                           Shares Owned     as of December 31, 2000
---------------------------  -----------------  ------------------------
<S>                          <C>                <C>
Joe E. Guyer                     5,850,000 (1)                     12.1%
12 Woodway Oaks Lane
Houston, Texas 77056

Verle K. Downey                  4,500,000 (2)                     10.6%

Charles W. Hatten                  400,000 (3)                       .8%

Murray C. McKinnon                  70,000 (4)                       .1%

Elizabeth C. Guyer              25,000,000 (5)                     51.8%

Arthur Oil Corporation           5,850,000 (1)                     12.1%
12 Woodway Oaks Lane
Houston, Texas 77056

Rhett Campbell Trust             4,354,167 (6)                      9.1%
1617 Marathon Building
600 Jefferson
Houston, Texas 77002

All officers and directors
  as a group (3 persons)         6,320,000                         13.1%

<FN>
(1)  These  5,850,000  shares are owned by Arthur Oil Corporation, a corporation
     of  which  Mr. Guyer is president, sole shareholder and sole director. This
     does not include 25,000,000 shares of our common stock owned by Mrs. Guyer.

(2)  This  number  includes  Mr.  Downey's  option  to purchase 4,500,000 of our
     common  stock  from  unissued  shares  [

(3)  200,000  of these shares reflect Mr. Hatten's option to purchase our common
     stock  from  Arthur  Oil  Corporation.

(4)  40,000 of these shares reflect Mr. McKinnon's option to purchase our common
     stock  from  Arthur  Oil  Corporation.

(5)  These  25,000,000  shares  of  Brodie  Exploration  Corporation  stock were
     transferred  from  Arthur Oil Corporation to Mrs. Guyer on August 25, 1994.
</TABLE>


                                     ITEM 12
                                     -------

                              CERTAIN RELATIONSHIPS
                              ---------------------
                            AND RELATED TRANSACTIONS
                            ------------------------


     Arthur  Oil Corporation as operator of certain wells and leases in which we
own  interests  is  involved  in  on-going  activities  on  behalf  of  and  in
participation with us.  As a result, there are intercompany financial transfers,
the most significant of which, but not exclusively, are Arthur Oil Corporation's
receipt  of  proceeds  from  the  sale  of  oil  and  gas which are subsequently
distributed  to  the  wells'  working  interest  owners  of  which  we  are one.
Likewise,  expenses of producing the wells are charged to those working interest
owners including us.  These transfers are offset in the inter-company accounting
between  Arthur  Oil Corporation and us and therefore result in accounts payable
and  accounts  receivable.

     Our  financial  statements  are  prepared  quarterly and the day-to-day net
changes  are  not  recorded.  However, at December 31, 1992, the receivable from
Arthur  Oil  Corporation  was $22,715.  The amount at December 31, 1993 was down
$11,094  to $11,621, and increased slightly in December 31, 1994 to $13,194.  In
December  31,  1995, the amount was down $4929 to $8,265, and down an additional
$2,737  to  $5,528  in  1996.  No receivable was due from Arthur Oil Corporation
from  1997  thru  2000.


                                       13
<PAGE>
     In  addition  to  lease  operations, Arthur Oil Corporation administers and
pays  for  general  office  overhead  and  allocates  these  costs among various
entities  including  us.  Arthur Oil Corporation also works to raise capital and
find  properties  which  together  could  result  in  deals  in  which  we  may
participate.  When  and  if  such a transaction is consummated the costs will be
allocated  to  us and the receivable and payable will be allocated at that time.
For  Arthur  Oil  Corporation's  assistance in these matters, management fees of
$12,000,  per  annum  for the past three years were allocated and offset against
the  intercompany  receivable.  From  time to time non-interest bearing advances
are  transferred  between  us  and  Arthur  Oil  Corporation.  [See  Item  7,
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations.]

                                     PART IV
                                     -------

                                     ITEM 13
                                     -------

                    EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                    ----------------------------------------
                             AND REPORTS ON FORM 8-K
                             -----------------------


(a)   Exhibits
      --------

     The  following  Exhibits  are  filed with or incorporated by reference into
     this  report.

     *    3.1  Articles  of  Incorporation  of  the  Registrant
     *    3.2  By-Laws  of  the  Registrant

*    Incorporated  by  reference  from  the  Registrant's Amendment No. 1 to the
     Registration  Statement  on  Form  1-A,  as  filed  with the Securities and
     Exchange  Commission  on  December  1,  1987.

(b)  Reports  on  Form  8-K
     ----------------------

     None.


                                       14
<PAGE>
     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.


                                   SIGNATURES
                                   ----------

Date:                                           BRODIE  EXPLORATION  CORP.
      --------------------------


                                                By:
                                                   -----------------------------
                                                     Joe E. Guyer President


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

     Signature            Title                            Date
     ---------            -----                            ----


Joe  E.  Guyer            President,  Chief  Financial     ___________,  2002
                          and  Accounting  Officer
                          and  Director

Murray  C.  McKinnon      Director                         ___________,  2002



Charles  W.  Hatten       Director                         ___________,  2002


                                       15
<PAGE>



                         BRODIE EXPLORATION CORPORATION

                                 HOUSTON, TEXAS


                                FINANCIAL REPORT


                                DECEMBER 31, 2000



<PAGE>
                                TABLE OF CONTENTS

                                                                    Page  Number
                                                                    ------------

Independent  Auditors'  Report                                          F-1

Balance  Sheets                                                         F-2

Statements  of  Operations                                              F-3

Statements  of  Changes  in  Stockholders'  Equity  (Deficit)           F-4

Statements  of  Cash  Flows                                             F-5

Notes  to  Financial  Statements                                        F-6


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


Board  of  Directors
Brodie  Exploration  Corp.
Houston,  Texas

We  have  audited the accompanying Balance Sheets of Brodie Exploration Corp. as
of December 31, 1999 and 2000, and the related Statements of Operations, Changes
in  Stockholders'  Equity  (Deficit),  and  Cash Flows for the years then ended.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we 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.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Brodie Exploration Corp. as of
December 31, 1999 and 2000, and the results of its operations and cash flows for
the  years  then  ended,  in  conformity  with  accounting  principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Corporation  will  continue  as  a going concern.  As discussed in Note 2 of the
financial  statements,  the  Corporation  has  suffered  recurring  losses  from
operations  of  $1,244,766  and  has  a  working  capital deficit of $102,772 at
December 31, 2000.  This condition raises substantial doubt about its ability to
continue  as  a  going  concern.  Management's plans regarding those matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



WEINSTEIN SPIRA & COMPANY, P.C.
Houston,  Texas
May  21,  2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                            BRODIE EXPLORATION CORP.
                                 BALANCE SHEETS

                                                          December  31,
                                                    --------------------------
                                                        1999          2000
                                                    ------------  ------------
<S>                                                 <C>           <C>
                              ASSETS

CURRENT ASSETS
Cash and cash equivalents                           $    16,179   $       129
Accrued oil and gas revenues                                636         2,750
                                                    ------------  ------------

Total Current Assets                                     16,815         2,879
                                                    ------------  ------------

PROPERTY AND EQUIPMENT
Oil and gas properties, full cost method                181,032       181,032
Less: Accumulated depletion                             174,460       174,822
                                                    ------------  ------------

                                                          6,572         6,210
                                                    ------------  ------------

                                                    $    23,387   $     9,089
                                                    ============  ============

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable:
    Trade                                           $       444   $    21,801
    Related parties                                      26,241        72,547
  Interest payable                                        9,098        11,303
                                                    ------------  ------------

    Total Current Liabilities                            35,783       105,651
                                                    ------------  ------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock - $.01 par value; 100,000,000 shares
    authorized; 48,328,165 shares issued and
    outstanding                                         483,282       483,282
  Capital in excess of par value                        664,922       664,922
Accumulated deficit                                  (1,160,600)   (1,244,766)
                                                    ------------  ------------

    Total Stockholders' Deficit                         (12,396)      (96,562)
                                                    ------------  ------------

                                                    $    23,387   $     9,089
                                                    ============  ============
</TABLE>

                       See notes to financial statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                            BRODIE EXPLORATION CORP.
                            STATEMENTS OF OPERATIONS

                                                    December  31,
                                              -------------------------
                                                 1999          2000
                                              -----------  ------------
<S>                                           <C>          <C>
REVENUES
  Oil and gas sales                           $     5,155  $     8,279
  Gain on sale of oil property                     13,139
  Other                                            75,336
                                              -----------  ------------

                                                   93,630        8,279
                                              -----------  ------------

EXPENSES
  Lease operations                                  2,605        2,611
  Impairment of oil and gas properties              2,172
  Professional fees                                16,058       67,614
  General and administrative                        5,353        7,653
  Management fee                                   12,000       12,000
  Depreciation and depletion                          783          362
  Interest                                          6,972        2,205
                                              -----------  ------------

                                                   45,943       92,445
                                              -----------  ------------

NET INCOME (LOSS)                             $    47,687  $   (84,166)
                                              ===========  ============

NET INCOME (LOSS) PER SHARE                   $      .001  $     (.002)
                                              ===========  ============

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING    48,328,165   48,328,165
                                              ===========  ============
</TABLE>

                See notes to financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            BRODIE EXPLORATION CORP.
            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

                               Capital in
                      Common    Excess of    Accumulated
                      Stock     Par Value      Deficit       TOTAL
                     --------  -----------  -------------  ---------
<S>                  <C>       <C>          <C>            <C>
BALANCE -
  DECEMBER 31, 1998  $483,282  $   654,922  $ (1,208,287)  $(70,083)

Net income                                        47,687     47,687

Issuance of capital
  stock by Arthur                   10,000                   10,000
                     --------  -----------  -------------  ---------

BALANCE -
  DECEMBER 31, 1999   483,282      664,922    (1,160,600)   (12,396)

Net loss                                         (84,166)   (84,166)
                     --------  -----------  -------------  ---------

BALANCE -
  DECEMBER 31, 2000  $483,282  $   664,922  $ (1,244,766)  $(96,562)
                     ========  ===========  =============  =========
</TABLE>

                     See notes to financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                            BRODIE EXPLORATION CORP.
                            STATEMENTS OF CASH FLOWS

                                                        For the Year Ended
                                                          December  31,
                                                       --------------------
                                                         1999       2000
                                                       ---------  ---------
<S>                                                    <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                    $ 47,687   $(84,166)
  Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
      Depreciation and depletion                            783        362
      Gain on sale of oil property                      (13,139)
      Stock issued for services                          10,000
      Impairment of oil and gas properties                2,172
      Increase in accrued oil and gas revenues              (64)    (2,114)
      Increase (Decrease) in:
        Accounts payable:
          Trade                                         (20,571)    21,357
          Related party                                   5,250        500
          Stockholder                                   (55,784)    45,806
        Interest payable                                  4,776      2,205
                                                       ---------  ---------

      Net Cash Used in Operating Activities             (18,890)   (16,050)
                                                       ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of oil and gas properties         65,000
                                                       ---------  ---------
      Net Cash Provided by Investing Activities          65,000
                                                       ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payment on note payable                             (30,000)
                                                       ---------  ---------
      Net Cash Used in Financing Activities             (30,000)
                                                       ---------  ---------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                            16,110    (16,050)

Cash and Cash Equivalents - Beginning of Year                69     16,179
                                                       ---------  ---------
CASH AND CASH EQUIVALENTS - END OF YEAR                $ 16,179   $    129
                                                       =========  =========
</TABLE>

                See notes to financial statements.


                                      F-5
<PAGE>
                            BRODIE EXPLORATION CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Brodie  Exploration  Corp.  (the  Company) issues financial statements using the
accrual  method of accounting in accordance with accounting principles generally
accepted in the United States of America.  Accounting principles followed by the
Company and the methods of applying those principles which materially affect the
determination  of  financial  position, results of operations and cash flows are
summarized  below:

ACCOUNTING  METHOD  FOR  OIL  AND  GAS  ACTIVITIES

The  Company  uses  the  "full-cost"  method  of  accounting for its oil and gas
exploration  and  development  activities.

Under  the  full-cost method, all productive and nonproductive costs incurred in
connection  with  the  acquisition,  exploration  and development of oil and gas
reserves  are  capitalized and amortized on the units-of-production method using
proved  reserves.  Certain  unevaluated properties are excluded for amortization
purposes  until  a  determination  has  been  made as to the existence of proved
reserves.  Since  the  Company's operations are limited to the United States, it
utilizes  a  single cost center for amortization purposes. Capitalized costs are
subject  to  a  "ceiling  test"  that  limits such costs to the aggregate of the
present value of future net revenues plus the lower of cost or fair market value
of  unproved properties. All costs relating to production activities are charged
to  expense  as  incurred.

CASH  AND  CASH  EQUIVALENTS

The  Company  considers  all short-term investments with an original maturity of
three  months  or  less  to  be  cash  equivalents.

NET  INCOME  (LOSS)  PER  SHARE

Net  income  (loss)  per  share  is computed by dividing net loss by the average
number  of  common  shares  outstanding.

FEDERAL  INCOME  TAX

The  Company  provides  deferred  income  taxes  for  the anticipated future tax
effects  of  temporary  differences that arise as a result of differences in the
carrying  amounts  and  tax  bases  of  assets  and  liabilities.


                                      F-6
<PAGE>
                            BRODIE EXPLORATION CORP.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 2000


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  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting period. Actual results could differ from those estimates.

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements  have  been  prepared  assuming  the
Corporation  will  continue  as  a  going  concern.  As  shown  in the financial
statements,  the  Corporation  has  incurred  cumulative  operating losses as of
December  31,  2000  of  $1,244,766,  and  has  a  working capital deficiency of
$102,772  at  December  31, 2000.  The Corporation plans to make acquisitions of
various  energy  producing  assets  using  capital  stock  that  the Corporation
believes will generate sufficient cash flows to fund operations and meet working
capital needs in the future.  Because the timing of these acquisitions cannot be
controlled,  the  Company  is  evaluating  and  exploring  other  financing
alternatives.

NOTE  3  -  CAPITAL  STOCK

During  1999,  the  Company's  majority  shareholder  issued 1,000,000 shares of
common  stock  for  services  valued  at  $10,000.

NOTE  4  -  MANAGEMENT  FEE

For  the  years  ended  December  31,  1999  and 2000, the Company was charged a
management  fee  of  $12,000  by  Arthur  Oil  Corporation, a stockholder of the
Company.  This management fee reimburses Arthur Oil Corporation for payments and
services  made  on  behalf  of the Company and includes administrative salaries,
rent  and  office  supplies.

NOTE  5  -  OTHER  REVENUES

Other  revenues  include  $66,107  received  in  1999  from  the  settlement  of
litigation  related  to  a  gas  purchase  contract.


                                      F-7
<PAGE>
                            BRODIE EXPLORATION CORP.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 2000


NOTE  6  -  FEDERAL  INCOME  TAX

The  significant  differences  between the provision for federal income taxes as
presented  in  the  financial  statements  and the statutory rate are summarized
below:

<TABLE>
<CAPTION>
                                                        December  31,
                                                  ----------------------
                                                     1999        2000
                                                  ----------  ----------
<S>                                               <C>         <C>
Income tax (benefit) at the statutory rate (15%)  $   7,153   $ (12,625)
Other                                                (2,552)       (817)
Change in valuation allowance                        (4,601)     13,442
                                                  ----------  ----------

                                                  $       0   $       0
                                                  ==========  ==========

The components of the net deferred tax asset (liability) as of December 31, 1999
and  2000,  are  as  follows:

                                                       1999        2000
                                                  ----------  ----------
Deferred Tax Asset -
  Depletion and Depreciation                      $   7,701   $  15,619
  Net Operating Loss Carryforward                   102,766     108,237
                                                  ----------  ----------
                                                    110,415     123,857
Valuation Allowance                                (110,415)   (123,857)
                                                  ----------  ----------

                                                  $       0   $       0
                                                  ==========  ==========
</TABLE>

As  a  result  of  the  purchase  by  Arthur  Oil  Corporation,  the Company has
experienced  an  ownership  change  and  consequently  is  subject  to  special
limitations on the utilization of its net operating losses and tax credits under
the  Internal  Revenue  Code  of  1986.  Future  taxable  income  of the Company
available  to  be  offset by net operating losses and credits generated prior to
the  ownership  change  will  be  limited  to  approximately $26,000 (the annual
limitation) annually.  To the extent the annual limitation exceeds the Company's
taxable  income,  the  excess may be added to the subsequent years' limitations.

Operating  loss carryforwards of approximately $720,000 will expire from 2001 to
2012.  In  addition,  the Company has available a percentage depletion carryover
of approximately $194,000 which can be utilized (subject to limitations based on
taxable  income  before  depletion) to offset future years' taxable income.  The
depletion  carryover  has  no  expiration  date.


                                      F-8
<PAGE>
                            BRODIE EXPLORATION CORP.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 2000


NOTE  7  -  RELATED  PARTY  TRANSACTIONS

The  Company  has outstanding indebtedness with, interest payable to and expense
to  related  parties  at  various  times.  Further,  as discussed in Note 4, the
Company  pays  a  management fee to Arthur Oil Corporation, a stockholder of the
Company.  Additionally, the Company has accounts receivable and payable due from
and  owed  to  a  stockholder  of  the  Company and accounts payable owed to two
entities  related  through  common  ownership.  The  following  summarizes  the
aggregate  amounts  outstanding:

<TABLE>
<CAPTION>
                                     December  31,
                                    ----------------
                                     1999     2000
                                    -------  -------
<S>                                 <C>      <C>
Interest payable - related parties  $ 9,098  $11,303

Accounts payable - related parties  $26,241  $72,547

Management fee - stockholder        $12,000  $12,000

Interest expense - related party    $ 6,972  $ 2,205
</TABLE>

NOTE  8  -  OIL  AND  GAS  PRODUCING  ACTIVITIES

The  following tables set forth information concerning the Company's oil and gas
producing  activities  at  December  31,  1999  and 2000, and for the years then
ended.  The  information  is  prepared in accordance with Statement of Financial
Accounting  Standards  (SFAS)  No.  69, "Disclosures About Oil and Gas Producing
Activities,"  which  established  a  standardized,  comprehensive  set  of
supplementary  disclosures for oil and gas exploration and producing activities.

ESTIMATED  QUANTITIES  OF  PROVED  OIL  AND  GAS  RESERVES  (UNAUDITED)

The  following  estimates  of  proved  reserves  were  prepared by the Company's
petroleum  engineer.  Proved  reserves  are  inherently  imprecise  because  the
estimation  of  reserves  involves  numerous  judgmental  and  arbitrary
determinations.  Accordingly, reserve estimates must be continually revised as a
result  of new information obtained from drilling and production history or as a
result  of  changes in economic conditions.  All reserves are located within the
United  States.


                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                       BRODIE EXPLORATION CORP.
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 1999 AND 2000

                                                  GAS  (MCF)
                                             --------------------
                                              For the Year Ended
                                                 December  31,
                                             --------------------
                                               1999       2000
                                             ---------  ---------
<S>                                          <C>        <C>
Proved developed and undeveloped reserves:

  Beginning of period                         149,464      9,554

  Sale of property                           (126,994)

  Revision of estimate                        (11,177)    22,931

  Production                                   (1,739)    (1,681)
                                             ---------  ---------

  End of period                                 9,554     30,804
                                             =========  =========


                                                   OIL (BBL)
                                             --------------------
                                              For the Year Ended
                                                 December  31,
                                             --------------------
                                               1999       2000
                                             ---------  ---------
Proved developed and undeveloped reserves:

  Beginning of period                             143        123

  Revision of estimate                             39        374

  Production                                      (59)       (44)
                                             ---------  ---------

  End of period                                   123        453
                                             =========  =========


    Proved developed reserves:               Gas (Mcf)  Oil (Bbl)
                                             ---------  ---------

      December 31, 1999                         9,554        123

      December 31, 2000                        30,804        453
</TABLE>


                                      F-10
<PAGE>
                            BRODIE EXPLORATION CORP.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 2000


STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS (UNAUDITED)

Based  on  year-end  reserve reports, the Company applied year-end prices of oil
and  gas  to  estimated  future  production of proved reserves.  The future cash
inflows  are  reduced  by the estimated future production expenditures (based on
current  costs)  to be incurred in producing the proved reserves.  The following
table  sets  forth  the  discounted  future  net  revenues:

<TABLE>
<CAPTION>
                                                            December  31,
                                                        ---------------------
                                                          1999        2000
                                                        ---------  ----------
<S>                                                     <C>        <C>
Estimated future cash inflows                           $ 23,635   $ 238,777

Estimated future production costs                        (14,281)    (82,165)
                                                        ---------  ----------

Estimated future net cash flows                            9,354     156,612

10% annual discount for estimated timing of revenues      (2,682)    (71,618)
                                                        ---------  ----------

Standardized measure of discounted future net cash
flows                                                   $  6,672   $  84,994
                                                        =========  ==========

The following table sets forth changes in the standardized measure of discounted
future  net  cash  flows:

                                                       Year Ended December 31,
                                                       -----------------------
                                                          1999        2000
                                                        ---------  ----------
Standardized measure at beginning of period             $ 65,989   $   6,672

Sale of minerals in place                                (65,000)

Sales of oil and gas produced, net of production costs    (2,550)     (5,668)

Revisions of previous quantity estimates                 (28,367)    165,205

Net changes in prices and production  costs               24,643      68,144

Accretion of discount                                      6,599         667

Production timing differences and other                    5,358    (150,026)
                                                        ---------  ----------

Standardized measure at end of period                   $  6,672   $  84,994
                                                        =========  ==========
</TABLE>


                                      F-11
<PAGE>