UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

     (Mark  One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]
     For the fiscal year ended December 31, 2001

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     For the transition period from ______ to _______.

                          Commission File Number 1-6336

                            PETROMINERALS CORPORATION
                 (Name of small business issuer in its charter)

              DELAWARE                                      95-2573652
--------------------------------------------------------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation  or  organization)

              27241 BURBANK, FOOTHILL RANCH, CALIFORNIA 92610-2500
              ----------------------------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone number: (949) 588-2645

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

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

COMMON  STOCK,  PAR  VALUE  $.80
--------------------------------
(Title  of  Class)

Check  whether  the Issuer (1) 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  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing requirements for the past 90 days.   [X] yes    [ ] no

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Registration  S-B  is not contained in this form and no disclosure 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.  [X]

The  issuer's  revenues  for  its  most  recent  fiscal  year were approximately
$499,000.

Check  whether  the  Issuer  has  filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.
[ ]  yes     [X]  no

Transitional  small  business  disclosure  format.    [ ]  yes     [X]  no

The  number  of shares of Registrant's common stock outstanding was 1,159,404 as
of  December 31, 2001.

The  aggregate  market  value  of  the  Registrant's  voting  stock  held  by
non-affiliates  of  the  Registrant  was  approximately  $996,481.

The total number of pages in this Form 10-KSB are 35.

The Index of Exhibits included in this Form 10-KSB is located at page 33


                                        1
<PAGE>
                            PETROMINERALS CORPORATION
                                     PART I


ITEM  1.  BUSINESS

Petrominerals Corporation (Petrominerals or the Company), a Delaware Corporation
formed  in  1966,  has  been  engaged  in  oil  and  gas  exploration, drilling,
production and other oil industry - related businesses.  At various times in the
past,  the  Company  has  merged  with and acquired several companies engaged in
similar  activities.  The common stock of Petrominerals has traded on the Nasdaq
National  Market  System  and  the  Nasdaq Small Cap Market since 1988 and 1998,
respectively.  In  April  1998  substantially  all  of the Company's oil and gas
properties  were  sold  to  an  unrelated  entity.  In  July,  1998  Hydro-Test
International,  a  wholly  owned  subsidiary acquired in 1993, ceased commercial
operation  and  subsequently  filed  a  petition  for  Chapter  7  Bankruptcy.
Petrominerals  was released and discharged in a final order which was entered in
December,  2000.

In  September  1989  and  again in February 2000, the Company was advised by the
Environmental  Protection  Agency  (EPA) that it was potentially responsible for
clean-up  of  waste  disposal  sites in Monterey Park, California, and Casmalia,
California,  respectively.  Both  sites  involved  the  permitted disposition of
non-hazardous  drilling  mud  and  oil field fluids. In 1973, 1975, and 1977 the
waste  disposed  of  at  the  Monterey  Park site was from drilling operation of
Century  Oil Corporation, subsequently merged into Petrominerals and in 1980 and
1981  waste was disposed of at the Casmalia site from drilling operations in the
Santa  Maria,  California  area.

Following  protracted  negotiations, in 2001 the Company settled both claims for
future  payments  of  approximately $725,000.  (See item 3 - Legal Proceedings.)

Under  the terms of Petrominerals' Nasdaq SmallCap Market Listing Agreement, the
Company  is  required  to  maintain  certain  eligibility  criteria, including a
minimum  shareholder  equity  of  $2.0  million.  After  reserving  for  the EPA
liabilities  discussed  above, Petrominerals' shareholder equity at December 31,
2001  fell  to  $1.3  million.  The  Company  intends  to  notify Nasdaq of this
development  concurrent  with  the  filing  of  this  Form 10-KSB. Management is
currently  engaged in negotiations on two separate projects, either one of which
is expected to cure the Company's minimum equity deficiency. However, if neither
of  these  efforts  is successful, Petrominerals may be delisted from trading on
the  Nasdaq  SmallCap  Market. In this event, the Company intends to apply for a
listing  on  the OTC bulletin Board; however, there can be no assurance that the
Company  will  be  successful  in  this  effort.

BUSINESS  STRATEGY

Following  the  sale of most of our oil and gas properties in 1998 Petrominerals
has  attempted  to  re-deploy its assets both by acquiring oil and gas producing
properties  and  by merger with another company.  In September 1999 we completed
the  acquisition  of  a  25%  interest  in  the  6,000 acre Smith Ranch field in
southwest  Wyoming  for  $102,000 in cash and a commitment to participate in the
drilling  of  two  wells.  Following  an  evaluation  of  the  coal  bed methane
potential  on the acreage, the Company and its partners have concluded that they
lack  the resources to develop the property and it has been placed on the market
for  sale.  (See  Item  2  -  Properties.)

On  March 10, 2000 the Company signed a non-binding letter of intent to purchase
100%  of  the  outstanding  stock  of  Hillcrest  Beverly Oil Corporation from a
private  Nevada  Corporation.  In the third quarter of 2000 the Company notified
the  seller  that  it  was discontinuing pursuit of this acquisition because the
seller  was  unable  to  fulfill  certain  obligations.  (See  Item  3  -  Legal
Proceedings).

In general, the Company's efforts to acquire oil and gas properties borrow money
and/or  merge  with  another  company  have  been  significantly hampered by the
uncertain  nature  of the potential EPA liabilities discussed above.  While this
issue  has now been settled and the extent of the liability has been quantified,
our  cash resources will be substantially reduced as a result of the settlement;
and  we  may  not  be  able to carry out our growth plan on the scale originally
contemplated.  Nevertheless,  management  is  actively  pursuing  a  number  of
potential  business  opportunities.


                                        2
<PAGE>
OPERATING  HAZARDS

Our  operations are subject to all of the operating hazards and risks associated
with  producing  oil  and  gas  including,  but  not  limited  to, environmental
pollution and personal injury.  The Company carries general liability insurance.

GOVERNMENTAL  REGULATIONS

Federal, state and local governments impose numerous laws and regulations on the
production  and sale of oil and gas.  In addition, state and Federal regulations
have  been adopted which pertain to the spacing of wells, prevention of waste of
oil and gas, limiting rates of production, prorating of productions, handling of
waste  water  and similar matters.  All such laws and regulations are subject to
change  at  any  time, and there is no way to ascertain either the likelihood or
potential  effect  of  such  future  changes.

ENVIRONMENTAL  MATTERS

The  Company  is subject to federal, state and local requirements regulating the
discharge  of materials into the environment, the handling and disposal of solid
and  hazardous  wastes,  and  protection of health and the environment generally
(collectively "Environmental Laws").  Governmental authorities have the power to
require  compliance  with these Environmental Laws, and violators may be subject
to  civil  or  criminal  penalties, injunctions or both.  Third parties may also
have  the  right  to  sue  for  damages and/or enforce compliance and to require
remediation  for  contamination.

The  Company  is  also  subject  to Environmental Laws that impose liability for
costs  of  cleaning  up  contamination  resulting from past spills, disposal and
other  releases  of  substances.  In  particular,  an  entity  may be subject to
liability  under  the Federal Comprehensive Environmental Response, Compensation
and  Liability  Act  and  similar  state  laws that impose liability - without a
showing  of  fault,  negligence  or  regulatory violations - for the generation,
transportation or disposal of hazardous substances that have caused or may cause
environmental contamination.  In addition, an entity could be liable for cleanup
of  property  it owns or operates even if it did not contribute to contamination
of  such  property.

As  discussed  above,  in 2001 we settled certain EPA claims against the Company
and predecessor companies and reserved $725,000 for this expense.  (See Item 3 -
Legal  Proceedings).

SUBSIDIARIES

The  Company  has  no  subsidiaries.

EMPLOYEES

The  Company  employs  one  person  part time.  As a cost-saving measure in late
2001,  our president and our secretary agreed to serve in those capacities at no
pay.

SEGMENTS

The  Company  considers its principal business to fall within one industry.  All
revenues  are  derived  from  the  Production  of  oil  and  gas.  (See  Item  7
Consolidated  Financial  Statements,  Note  9  for  further  information).


ITEM  2.  PROPERTIES

The  Company  owns  varying  interests  in  oil producing properties in southern
California,  gas  producing  properties in southwestern Wyoming and a production
payment  resulting  from  the  1998  sale  of  producing  properties.


                                        3
<PAGE>
CALIFORNIA  OIL  PROPERTIES

Under  terms of the 1998 sale, we retained a 53% working interest in the Castaic
Hills  Unit,  a  100% working interest in a single oil well and an 83.3% working
interest  in  two oil wells in the Hasley Canyon field.  All of these properties
are  in  close proximity and are located near Santa Clarita, California. For the
year  ended December 31, 2001, the operating expenses on these interest exceeded
the  oil revenues. Management is attempting to dispose of these properties which
have  been  written  off.

WYOMING  GAS  PROPERTIES

In  1999  the  Company acquired a 25% working interest in natural gas properties
and  prospects  on  approximately 6,000 acres in Sweetwater and Carbon counties,
Wyoming.  The  property included a limited amount of conventional gas production
and  an extensive coal bed methane gas prospect.  As a part of the consideration
for  the  purchase,  the Company participated in the cost of drilling two wells.
Efforts  to increase the production of conventional gas have been disappointing;
however  test  work  in  the coal beds indicates the presence of substantial gas
reserves.  Petrominerals  and  its  partners  have  concluded that they lack the
financial  resources to develop these reserves and the property is being offered
for  sale.  Management believes that its share of the proceeds of a sale will be
sufficient  to  cover  the  carrying  value  of  this  asset.

PRODUCTION  PAYMENT

As  additional  consideration  for the 1998 sale of its producing properties, we
retained a production payment in the amount of $931,000.  Petrominerals receives
payments  from  the  buyer  in  any  month the posted price for the oil produced
exceeds  $13.50  per  barrel.  As  of  December  31,  2001 cumulative production
payments  to  the  Company  totaled  $561,000.

OIL  AND  GAS  RESERVE  INFORMATION

The  tables  located  in  Note  14  of Item 7 located elsewhere herein set forth
information  with  respect  to  the  engineering estimates of proved oil and gas
reserves owned by the Company.  As of December 31, 1998, all remaining interests
of  the  California  property  have  been  impaired.  The  reserves are shown in
barrels  of  oil  equivalent  (boe).  Except  as  set  forth  in  this  report,
Petrominerals  has  not  filed any estimates of proved reserves with any federal
authority  or agency during the last fiscal year.  The Company's net interest in
proved  reserves  and  related  valuations for the California properties for the
years  ended  December  31, 2000 and 1999 were prepared by Babson & Sheppard, an
independent petroleum engineering firm in Long Beach, California.  The Company's
net  interest  in  proved  reserves  and  related  valuations  for  its  Wyoming
properties  for the year ended December 31, 2001 have been prepared by McCartney
Engineering,  an  independent  petroleum  engineering  firm in Denver, Colorado.

Reserve  estimate  are  based  upon detailed engineering and geological studies.
Where  an  adequate  production  trend  has  been  established, extrapolation of
production  performance  is  used.  If  insufficient  well data is available for
performance  calculations, the initial gas or oil in place volumes are estimated
from  geological interpretation of reservoirs, analysis of production from wells
in  similar surrounding areas, or other techniques. Petroleum engineering is not
an exact science, and it involves estimates based upon numerous factors, many of
which  are inherently variable and uncertain.  Such factors include the price of
oil  and  gas  and  estimates of oil and gas production and costs.  Estimates of
reserves  and  future  net  revenue  costs  involve projecting future results by
estimating  future  events.  Therefore,  there  are  no  assurances  that actual
productions,  revenues,  taxes,  development expenditures and operating expenses
will  occur  as  estimated.

The  Company periodically evaluates its oil and gas properties for impairment by
determining if the carrying value of the properties exceeds the present value of
their  estimated  future  net cash inflows.  Current accounting standards do not
allow  the  Company  to  reinstate  previous  impairment  write-offs.


                                        4
<PAGE>
PRODUCTION  INFORMATION

The  following  table sets forth the Company's net production of oil and gas for
the  years  ended  December  31  (in  thousands).  Net  production  represents
production owned by Petrominerals and produced to its interest, less royalty and
other  similar  interests.

                                                        2001            2000
                                                       ------          ------

Net annual production Gas (Mmcf)                         13              28
Net annual production Oil (MBbl)                          9              13

The  following  table  sets forth the average sales price and average production
(lifting)  cost  per  unit  of  oil  produced by the Company for the years ended
December  31,

                                                        2001            2000
                                                       ------          ------

Average sales price of gas per Mcf                     $ 2.93          $ 2.40
Average sales price of oil per barrel                  $19.45          $23.52
Average production cost per barrel equivalent          $21.21          $21.13

PRODUCTIVE  WELLS  AND  ACREAGE

Proved  developed oil and gas properties are properties on which wells have been
drilled,  and  are  capable  of producing crude oil or natural gas in commercial
quantities.  Undeveloped  oil  and  gas properties are properties on which wells
have  not been drilled.   Information on the retained properties and the Wyoming
acquisition is shown below.  (See Note 1 to the consolidated financial statement
located  in  Item  7  herein  for  additional  details.)

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

Producing Wells                                            13              74
Developed acreage (acres)                                 860             346
Undeveloped acreage (acres)                             7,150           1,300

COALBED  METHANE  POTENTIAL

The Stateline Field has significant coalbed methane production potential. A Fort
Union  formation  coal  seam  up  to  30  ft  thick  is  present  at  a depth of
approximately  2,900  ft.  This  coal  exhibited  good  gas content of about 250
SCF/ton,  resulting  in  sufficient  in-place  reserves.  Petrominerals  and its
partners  have concluded that they lack the financial resources to develop these
reserves  and  the  property  is  being  offered  for  sale.


ITEM  3  -  LEGAL  PROCEEDINGS

The  Company  is  not a party to nor is its property the subject of any material
legal  proceedings  other  than  ordinary  routine  litigation incidental to its
business,  or  which  is  covered  by  insurance,  except  as  set  forth below:

In  December  1989,  the Company was notified by the United States Environmental
Protection  Agency  (EPA)  that,  under  the  provisions  of  the  Comprehensive
Environmental  Response,  Compensation  and  Liability Act of 1980 (CERCLA), the
Company  was considered a potentially responsible party (PRP) in the clean-up of
the  Operating  Industries,  Inc.  (OII) waste disposal site located in Monterey
Park,  California.  Century  Oil  Corporation,  a  company  that  merged  into
Petrominerals Corporation in 1979, disposed of drilling mud and water at the OII
disposal  site,  at  various  times  from  1975  to  1977.

On  December 20, 2001, the Company agreed to a settlement option for liabilities
related  to the OII site in which the Company will pay $483,333 plus interest in
three  installments over the next two years (see Item 7, Note 10 - Environmental
Matters).


                                        5
<PAGE>
On  February  7,  2000,  the  Environmental  Protection Agency (EPA) advised the
Company  that it had been identified as having disposed of waste material at the
Casmalia Disposal site in Santa Barbara County, California, and that the Company
is  potentially  liable  per certain costs associated with site cleanup. Records
supplied  by  the  EPA  indicate  that  the  Company  disposed  of  allowable
non-hazardous  drilling  mud  and  other oil field fluids at the site at various
times  between  1980  and  1985.

On  December 20, 2001, the Company agreed to a settlement option for liabilities
related  to the Casmalia Disposal site in which the Company will pay $241,667 in
three  installments  over  the  next  two  to three years (see Item 7, Note 10 -
Environmental  Matters).

An  action  was  filed  against  the Company in California, along with Morris V.
Hodges, Daniel H. Silverman ("Silverman"), Nevadacor Energy, Inc. ("Nevadacor"),
Kaymor  Petroleum  Products,  and Hillcrest Beverly Oil Corporation ("HBOC"), as
defendants  by  Sole Energy Company ("Sole") as plaintiff. The complaint alleges
that  the  defendants,  and  each  of  them,  interfered with Sole's contractual
relationship  and prospective economic advantage. The crux of this matter issued
out  of letter of intent negotiations between Sole and Nevadacor on the purchase
of  HBOC.  Nevadacor terminated these negotiations with Sole in writing prior to
Company's  offer  to  purchase HBOC from Nevadacor. However, and notwithstanding
the  termination  by  Nevadacor,  Sole  joined  the  Company  and  Silverman  as
defendants  in  this  suit.  As  the  Company had been assured that negotiations
between  Sole  and  Nevadacor  were  over,  the Company entered into a letter of
intent  agreement  with  Nevadacor  for the purchase of HBOC. These negotiations
were  interrupted  by  the  lawsuit filed by Sole and the Company terminated its
agreement  with Nevadacor. The Company believes that the allegations against the
Company  and  Silverman  have  no  substance  or merit and intends to vigorously
defend  the suit. The case is currently set for trial on July 22, 2002 and there
is  an  appeal  pending  which could affect the trial date. The Company does not
expect  the  effect, if any, of the outcome of this litigation to be material to
the  Company's  financial  condition.  Further  because  of the damage caused to
Company's  economic  advantage  because of interference by Sole in the Company's
agreement  for purchase, the Company intends to pursue all remedies available to
it  from  Sole  and  its  principals.


ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

During  the  fourth  quarter  of  2001,  no  matters were submitted to a vote of
security  holders  through  the solicitation of proxies or otherwise, except for
those  matters which were apart of the Proxy Statement for the Annual Meeting of
Shareholders  originally  scheduled  for  September 20, 2001 and rescheduled for
October  16,  2001.  In  addition  to  the  election  of  a five member Board of
Directors  as  proposal  No.  1,  and the ratification of the accounting firm as
proposal  No. 2, a shareholder proposal was submitted as follows: "All assets of
the  Company  should  be  liquidated  within six months and the resulting monies
minus all real and projected liabilities should be distributed to stockholders."
Proposals  No.1  and  No.  2  passed  and  proposal  No.  3  was  defeated.


                                        6
<PAGE>
                                     PART II


ITEM  5  -  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
            MATTERS

The  Company's common stock is currently traded in the SmallCap System under the
nasdaq  symbol  PTRO.  The  following table sets forth the range of high and low
sales  prices  on the nasdaq SmallCap System for the Company's common stock, for
the  fiscal  years  ended  December  31,  by  fiscal  quarters  as  indicated:

                                          High    Low
                                          -----  -----

2000
     First quarter                        $2.94  $2.13
     Second quarter                        3.00   1.75
     Third quarter                         2.75   1.38
     Fourth quarter                        2.38   1.19

2001
     First quarter                        $1.53  $0.97
     Second quarter                        1.25   0.87
     Third quarter                         1.85   0.92
     Fourth quarter                        1.28   0.75

The  Company has approximately 843 shareholders of record of its common stock as
of  December  31,  2001.

No regular dividends for Petrominerals' stock have been declared since 1986. The
Board  of  Directors has no current intention to declare or pay dividends in the
foreseeable  future.  The  Board of Directors periodically reviews the financial
position  of the Company and evaluates whether or not it will declare dividends.


ITEM  6  - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           OF  OPERATIONS

The  following  discussion  should  assist  in an understanding of the Company's
financial  position  and  results of operations for each of the two years in the
period  ended  December 31, 2001. The Notes to Consolidated Financial Statements
as of December 31, 2001, included elsewhere herein, contain detailed information
that  should  be  referred  to  in  conjunction  with  this  discussion.

BUSINESS  REVIEW

The  current  President  and CEO of the Company was appointed to his position on
December  30, 1998. He continued efforts to cut corporate overhead, disposing of
unproductive  assets and to locate suitable acquisition and merger opportunities
for  the  Company.  The  Company has reviewed opportunities and remains actively
involved  in  the  process  of  identifying and reviewing acquisition and merger
candidates.  The  Company  has also submitted several offers to purchase oil and
gas  properties  that  were rejected.  The primary goal of management remains to
ensure future profitable growth for the Company and to create and maximize value
for  the  shareholders.


                                        7
<PAGE>
The  Company  has  two  primary  assets.  First,  as  a  result  of  the sale of
substantially  all its California oil and gas producing assets, an agreement was
signed  on  February  4,  1998,  effective  April  1,  1998,  that  provided  an
additional  reserve  production  payment  of  $931,000.  This payment is paid in
installments  in  any month which certain posted prices for oil produced exceeds
$13.50  per  barrel.  The monthly payment is equal to one-half of the difference
between  the  weighted  average  price  and  $13.50, multiplied by the number of
barrels produced. There is no stated interest associated with the note.  Revenue
from  this  note  is reflected in the consolidated statements of cash flows as a
reduction  of  notes  receivable.

Second,  the  Company has ownership in oil and gas production.  As noted in Item
2,  the  Company retained an interest in several leases in California as part of
the  April  1998  sale.  The  Company  has  determined  that  it  is  no  longer
economically  feasible  to  continue  production  operations  at  these  wells.
Effective  November  2, 2001, the production function was transferred to a third
party.  At  some  point  in  the  future,  the Company may be responsible for an
abandonment  liability,  the  amount  of which is unknown at this time; however,
management  believes  that  it  will  not  have a material adverse effect on the
financial  position  of  the  Company.

In  September  of  1999,  the  Company entered into a purchase and joint venture
participation  agreement  with Thorofare Resources, Inc., a Wyoming Corporation.
Under  this  contract,  HAT,  LLC, a Nevada Limited Liability Company, Nevadacor
Energy,  Inc., a Nevada corporation, and Petrominerals purchased a fifty percent
interest  in  sixteen  wells  together  with  the  accompanying  lease  acreage
(Petrominerals'  Group). In addition, two new wells were drilled on the acreage.
Currently  the  Company is considering sale of its coal seam activities with the
Wyoming  Project  and  anticipates the completion of a sale by the end of fiscal
year  2002.

2001  COMPARED  WITH  2000

The  Company  had  negative cash flows from operations of approximately $241,000
for  the year ended December 31, 2001, as compared with negative cash flows from
operations  of  $432,000  in  the  prior  year.  The  increase in cash flow from
operations  was primarily the result of the increase in the net loss offset with
an  increases  in accounts payable and a decrease in accounts receivable as well
as  non-cash  losses  from  impairment  of  assets.

The  Company  had a net loss of approximately $1,113,000, compared to a net loss
of  $127,000  in the prior year.  The current year loss was due to the loss from
continuing  operations  of  the  Company's  oil  and  gas operations and expense
related  to  environmental  liability settlements in the amount of $725,000 (see
Item  7,  Note  10  -  Environmental  Matters)

The  Company's  other income increased by approximately $72,000 during 2001, due
primarily  to  collections received on the 1998 production payment that exceeded
its  carrying  value.  (See Item 7, Note 4 - Disposition/Acquisition of Assets).

General  and  administrative  expenses  increased  by  approximately 0.6% due to
increased legal fees from the Sole litigation and Casmalia EPA matter. (See Item
3  -  Legal  Proceedings.)

2000  COMPARED  WITH  1999

The  Company  had  negative cash flows from operations of approximately $432,000
for the year ended December 31, 2000, as compared with a negative cash flow from
operations  of  $429,000  in  the  prior  year.  The  decrease in cash flow from
operating activities was primarily the result of decrease in the net loss offset
with  decrease  in accounts payable and non-cash gains/losses from debt forgiven
and  impairment.

The  Company had a net loss of approximately $127,000, compared to a net loss of
$513,000  in the prior year.  The current year net loss was primarily due to the
loss  from  continuing  operations of approximately $568,000 and the gain on the
forgiveness  of  debt  due  to  the  final order in the Hydro-Test bankruptcy of
approximately  $441,000.  The  loss  from  continuing  operations  is  from  the
Company's  oil  and gas operations.  (See Item 7, Note 14 - Extraordinary Item).


                                        8
<PAGE>
The  Company's  other income increased by approximately $40,000 during 2000, due
primarily  to  collections received on the 1998 production payment that exceeded
its  carrying  value.  (See Item 7, Note 4 - Disposition/Acquisition of Assets).

General  and  administrative  expenses  decreased  by  approximately  9%, due to
management's  continued  cost  reduction  efforts.

ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                         Page(s)
                                                                         -------

Report of Brown Armstrong Paulden McCown Hill Starbuck & Keeter
  Independent Auditor's Report                                                13

Balance Sheets at December 31, 2001 and 2000                                  14

Statements of Operations for the Years Ended
  December 31, 2001 and 2000                                                  15

Statements of Shareholders' Equity for the
  Years Ended December 31, 2001 and 2000                                      16

Statements of Cash Flows for the Years Ended
  December 31, 2001 and 2000                                                  17

Notes to Financial Statements                                              18-29


                                        9
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


Board  of  Directors  and  Shareholders
Petrominerals  Corporation
Foothill  Ranch,  California


We  have audited the accompanying balance sheets of Petrominerals Corporation (a
Delaware  corporation)  as  of  December  31,  2001  and  2000,  and the related
statements of operations, shareholders' equity, and cash flows for the two 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 audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  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 Petrominerals Corporation as of
December 31, 2001 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.

                                              BROWN ARMSTRONG PAULDEN
                                              McCOWN HILL STARBUCK & KEETER
                                              ACCOUNTANCY  CORPORATION



Bakersfield,  California
March  19,  2002


                                       10
<PAGE>
<TABLE>
<CAPTION>
                            PETROMINERALS CORPORATION
                                  BALANCE SHEETS
                            DECEMBER 31, 2001 AND 2000
                 (Dollars in thousands, except par value amounts)

                                                                    2001    2000
                                                                  -------  ------
<S>                                                               <C>      <C>
ASSETS
------
Current Assets
  Cash and cash equivalents                                       $1,453   $1,787
  Accounts receivable                                                  -       64
  Prepaid expenses                                                    34       30
                                                                  -------  ------

     Total Current Assets                                          1,487    1,881

Restricted Cash                                                       25       25
Land held for resale                                                 212        -
Property and Equipment, net (including oil and gas properties
accounted for on the successful efforts method)                      436      379

Other Assets                                                          43       25
                                                                  -------  ------

TOTAL ASSETS                                                      $2,203   $2,310
                                                                  =======  ======

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
  Accounts payable                                                $   76   $   13
  Accrued liabilities                                                734        3
  Royalties payable                                                   11       11
                                                                  -------  ------

     Total Current Liabilities                                       821       27

Notes payable                                                        100        -
                                                                  -------  ------

     Total Liabilities                                               921       27
                                                                  -------  ------

Shareholders' Equity
  Preferred stock:
    $.10 par value, 5,000,000 shares authorized;
      no shares issued and outstanding                                 -        -
  Common stock:
    $.80 par value, 25,000,000 shares authorized; 1,159,404 and
      1,059,404 shares issued and outstanding at December 31,
      2000 and 1999, respectively                                    928      848
Capital in excess of par value                                       633      563
Retained earnings                                                   (241)     872
Cumulative other comprehensive income                                (38)       -
                                                                  -------  ------

     Total Shareholders' Equity                                    1,282    2,283
                                                                  -------  ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $2,203   $2,310
                                                                  =======  ======

    The accompanying notes are an integral part of these financial statements
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
                            PETROMINERALS CORPORATION
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                (Dollars in thousands, except per share amounts)

                                                             2001     2000
                                                           --------  -------
<S>                                                        <C>       <C>
Revenues
  Oil and gas                                              $   272   $  378
  Other income                                                 227      157
                                                           --------  -------

    Total Revenues                                             499      535
                                                           --------  -------

Costs and Expenses
  Oil and gas                                                  405      360
  Depreciation, depletion and amortization                       3        3
  General and administrative                                   436      432
  Environmental liability settlements (note 10)                725        -
  Impairment loss                                               32      294
  Other expense                                                 11       14
                                                           --------  -------

    Total Costs and Expenses                                 1,612    1,103
                                                           --------  -------

Loss from continuing operations before discontinued
  operations, and extraordinary item                        (1,113)    (568)

  Extraordinary item:
    Forgiveness of debt, net of income tax of $0
      for 2000                                                   -      441
                                                           --------  -------

Net Loss                                                   $(1,113)  $ (127)
                                                           ========  =======

Other Comprehensive Income (Loss)
  Net income                                               $(1,113)  $ (127)
  Unrealized holding gain (loss) on land held for resale       (38)       -
                                                           --------  -------

     Total Other Comprehensive Income (Loss)               $(1,151)  $ (127)
                                                           ========  =======

Basic Earnings per Share
  From continuing operations                               $ (1.02)  $(0.54)
  From extraordinary item                                        -     0.42
                                                           --------  -------

Net Loss per Share                                         $ (1.02)  $(0.12)
                                                           ========  =======

Weighted Average Common Shares Outstanding                 $ 1,086    1,059
                                                           ========  =======

 The accompanying notes are an integral part of these financial statements
</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                    PETROMINERALS CORPORATION
                               STATEMENTS OF SHAREHOLDERS' EQUITY
                         FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                         (Dollars in thousands, except number of shares)

                                                                              Cumulative
                                                                                 Other
                                  Number of          Capital in                 Compre-
                                   Common             Excess of    Retained     hensive
                                   Shares    Amount   Par Value    Earnings   Income (Loss)    Total
                                  ---------  -------  ----------  ----------  --------------  --------
<S>                               <C>        <C>      <C>         <C>         <C>             <C>

Balance, December 31, 1999        1,059,404  $   848  $      563  $     999   $           -   $ 2,410

Net loss                                  -        -           -       (127)              -      (127)
                                  ---------  -------  ----------  ----------  --------------  --------

Balance, December 31, 2000        1,059,404      848         563        872               -     2,283

Shares Issued                       100,000       80          70          -               -       150

Net loss                                  -        -           -     (1,113)              -    (1,113)

Unrealized holding gain
  (loss) on land held for resale          -        -           -          -             (38)      (38)
                                  ---------  -------  ----------  ----------  --------------  --------

Balance, December 31, 2001        1,159,404  $   928  $      633  $    (241)  $         (38)  $ 1,282
                                  =========  =======  ==========  ==========  ==============  ========

            The accompanying notes are an integral part of these financial statements
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
                            PETROMINERALS CORPORATION
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                             (Dollars in thousands)

                                                                 2001     2000
                                                               --------  -------
<S>                                                            <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                     $(1,113)  $ (127)
  Adjustment to reconcile net loss to net cash
    used by operating activities:
      Gain on debt forgiven - non-cash portion                       -     (448)
      Depreciation, depletion and amortization                       3        3
      Impairment loss                                               32      294
      Accounts receivable                                           64      (10)
      Prepaid expenses                                              (4)       1
      Other assets                                                 (17)       -
      Accounts payable and accrued liabilities                     794     (145)
                                                               --------  -------

Net Cash Used by Operating Activities                             (241)    (432)
                                                               --------  -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                               (93)    (321)
  Proceeds from sale of assets                                       -        -
  Notes receivable                                                   -      412
                                                               --------  -------

Net Cash Provided (Used) by Investing Activities                   (93)      91
                                                               --------  -------

Net decrease in cash and cash equivalents                         (334)    (341)

Cash and cash equivalents at beginning of year                   1,787    2,128
                                                               --------  -------

Cash and cash equivalents at end of year                       $ 1,453   $1,787
                                                               ========  =======

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

  Purchase of land held for resale through issuing $100 note
  payable and $150 common stock (100,000 shares)               $   250   $    -

  Unrealized holding gain (loss) on land held for resale           (38)       -



    The accompanying notes are an integral part of these financial statements
</TABLE>


                                       14
<PAGE>
                            PETROMINERALS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
  (Dollars in thousands, except oil price per barrel, par value amounts, and per
                                 share amounts)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BUSINESS

Petrominerals  Corporation's  (the  Company's)  principal  business  activities
consist  of  the  production  and  sale  of crude oil and natural gas within the
United  States.

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.

CASH  AND  CASH  EQUIVALENTS

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

RESTRICTED  CASH

The  Company  has  a Certificate of Deposit ("CD") with a value of approximately
$25 at December 31, 2001 and 2000 that has been recorded as restricted cash. The
CD  has  been  pledged  to  the Bureau of Land Management to cover environmental
costs.

REVENUE  RECOGNITION

Revenues  from the sale of petroleum produced are recognized upon the passage of
title,  net  of  royalties  and  non-company  interests.

PROPERTY  AND  EQUIPMENT

Oil  and gas properties are accounted for using the successful efforts method of
accounting.  Costs  of  drilling  and  equipping  successful  exploratory  and
developmental  wells are capitalized. All other exploratory expenses are charged
to  operations  as  incurred.  The  carrying  value of oil and gas properties is
evaluated in relation to the estimated present value of the future net revenues.
Depletion,  depreciation  and  amortization  are  calculated  using  the
units-of-production  method  based  on recoverable reserves. The Company did not
incur  any  exploratory costs during the years ended December 31, 2001 and 2000.

In  March 1995, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
of Long-Lived Assets and/or Long-Lived Assets to be Disposed of." This statement
requires the review of long-lived assets for possible impairment whenever events
or  changes  in  circumstances indicate that the carrying amount of an asset may
not  be  recoverable.  It  establishes guidelines for determining recoverability
based on future net cash flows from the use of the asset and for the measurement
of  the  impairment  loss.


                                       15
<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

PROPERTY  AND  EQUIPMENT  (Continued)

Impairment  loss  under SFAS No. 121 is calculated as the difference between the
carrying amount of the asset and its fair value. Any impairment loss is recorded
in  the  current  period in which the recognition criteria are first applied and
met.  Under  the  successful  efforts  method  of  accounting  for  oil  and gas
operations,  the  Company  periodically  assesses  its  proved  properties  for
impairments  by  comparing  the aggregate net book carrying amount of all proved
properties  with  their  aggregate  future  net  cash  flows.  The new statement
requires  the  impairment  review  to  be performed on the lowest level of asset
groupings  for  which  there  are  identifiable  cash  flows. In the case of the
Company,  this results in an impairment review of the Santa Clarita, California,
and  Carbon  County,  Wyoming,  properties.

The  Company adopted SFAS No. 121 in 1996. The future impairment loss on the oil
and  gas properties has been calculated as the difference between the asset book
carrying  amounts  and  future  discounted  net  cash  flow  projections, giving
consideration to recent prices, pricing trends and estimated reserve quantities.
These  projections  represent the Company's best estimate of fair value based on
the  information  available.  At  December 31, 2000, due to the depletion of the
wells  currently  being  pumped  at  the  Wyoming  properties, an impairment was
indicated.

Upon  the  sale  of  oil  and  gas  reserves  in  place,  costs less accumulated
amortization  of  such property are removed from the accounts and resulting gain
or loss on sale is reflected in operations.  Upon abandonment of properties, the
reserves are deemed fully depleted and any unamortized costs are recorded in the
statement  of  operations  under  loss  on  leases.

DISCLOSURES  ABOUT  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  carrying  amount  of  cash  and cash equivalents, restricted cash, accounts
receivable,  other  current  assets,  accounts  payable  and  accrued  expenses
approximates fair value because of the short-term maturity of these instruments.

LAND  HELD  FOR  RESALE

Land  held  for  resale is recorded at the lower of cost or estimated realizable
value which is the estimated selling price in the normal course of business less
reasonably  predictable  costs of completion and disposal.  The unrealized gains
or  losses  resulting  from the application of this method are recorded as other
comprehensive  income.

INCOME  TAXES

The  provision  for income taxes is based on pretax financial accounting income.
Deferred  tax  assets  and  liabilities  are  recognized  for  the  expected tax
consequences  of  temporary  differences  between  the  tax  basis of assets and
liabilities  and  the  reported  net  amounts.

RECLASSIFICATIONS

Certain  prior  year  amounts  have  been  reclassified  to  be  consistent  and
comparable  from  year  to  year.  These  reclassifications  had  no effect upon
reported  net  income.

ACCOUNTING  PRONOUNCEMENTS

In  April  2002,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
statements  of  financial  accounting  standards  No.  144  "Accounting  for the
Impairment  of  Disposal  of  Long-Lived Assets." This Statement supersedes FASB
Statement  No.  121  and  other  previous  pronouncements  addressing  financial
accounting  and  reporting  for the impairment or disposal of long-lived assets.
This  Statement  is  effective  for financial statements issued for fiscal years
beginning  after  December  15,  2001.


                                       16
<PAGE>
NOTE  2  -  PROPERTY  AND  EQUIPMENT

Property  and equipment, all of which is located in the United States, is stated
at cost or net realizable value and consists of the following at December 31 (in
thousands):

                                                         2001    2000
                                                        ------  ------

  Developed and Undeveloped Properties                  $ 461   $ 663
    Less: allowance for impairment                        (32)   (294)
                                                        ------  ------

  Net Developed and Undeveloped Properties                429     369
                                                        ------  ------

  Other Property and Equipment
    Furniture, fixtures and equipment                     466     466
    Accumulated depreciation related to other property
      and equipment                                      (459)   (456)
                                                        ------  ------

  Net Other Property and Equipment                          7      10
                                                        ------  ------

Property and Equipment, net                             $ 436   $ 379
                                                        ======  ======

Depreciation,  depletion  and amortization for the years ended December 31, 2001
and  2000  was  $3.

During  2001  and 2000, the Company determined that the decline in estimated oil
and  gas  reserves  due  to the depletion of the wells currently being pumped in
Wyoming  indicated impairment of the Company's remaining oil and gas properties.
The estimated undiscounted cash flows anticipated from operating the oil and gas
properties  indicated  that a write-down to fair market value was required under
SFAS  121.  This  write  down  resulted  in  a charge to income of $32 and $294,
respectively,  for  years ending December 31, 2001 and 2000 which is included in
the  Statement  of Operations as an impairment loss. The estimated fair value of
these  assets  was  determined  based  on  an  independent  appraisal.


NOTE  3  -  DISPOSITION/ACQUISITION  OF  ASSETS

SALE OF OIL AND GAS OPERATING ASSETS (In thousands, except price per barrel)

As  a  result  of  the  1998  sale  of oil and gas operating assets, the Company
reserved  a  production  payment  of $931. The production payable was payable in
installments in any month in which certain postings for crude oil exceeds $13.50
per barrel.  The monthly payment was equal to one-half of the difference between
the  posted  price  and  $13.50,  multiplied  by  the  barrels  produced.

In  the third quarter of 1998, persistent declines in the price of oil triggered
management to reevaluate both the recorded value and net realizable value of the
$931  production  payment  given  in  the  exchange.  Management determined that
approximately  40%  ($372) of the stated value of the production payment will be
realized  by  the Company.  Accordingly, the proceeds from the sale and the gain
as  previously  reported  at  June  30,  1998  were  reduced  by $559 to reflect
management's  revised  valuation  of  the  production  payment  receivable.  The
previously  reported  gain  was  also  recalculated  from  June  30,  1998  to
re-capitalize  certain  assets  previously  expensed.   During  the  year  ended
December  31,  1999,  due  to increase in crude oil prices, the Company received
production  payments  totaling $50, reducing the outstanding receivable to $322.
Prices  continued  to increase during the year ended December 30, 2000 resulting
in  production  payments  which  exceeded the face value of the receivable.  The
outstanding  receivable  at  December 31, 2000 was reduced to $0 and the $151 of
payments  made  during  the  year  ended December 31, 2001 in excess of the face
value  of  the  production  receivable  are  reported  as  other  income.


                                       17
<PAGE>
NOTE  3  -  DISPOSITION/ACQUISITION  OF  ASSETS  (Continued)

SALE  OF  OIL  AND  GAS  OPERATING  ASSETS  (Continued)

The  Company  retained  an  interest in some of its properties. According to the
independent  engineer's  reserve  report,  the  value of reserves related to the
remainder  properties  was  $0  at December 31, 2001. The Company has determined
that  it is no longer economically feasible to continue production operations at
these  wells.  Effective  November  2,  2001,  the  production  function  was
transferred to American Energy.  At some point in the future, the Company may be
responsible for an abandonment liability, the amount of which is unknown at this
time;  however,  management  believes  that  it will not have a material adverse
effect  on  the  financial  position  of  the  Company.

PURCHASE  OF  OIL  AND  GAS  OPERATING  ASSETS

On  September  20, 1999, the Company completed the acquisition of a 25% interest
in  a  natural  gas  field in southwest Wyoming.  As part of the acquisition the
Company  acquired  a  25%  interest  in  two  producing gas wells with a current
production  rate of 500 mcfd per day (100 mcfd net) and committed to participate
in  the  drilling of two additional test wells by May 2000. The acquisition also
included  a  field-wide  gas  gathering  system.

The  Company's  acquisition  of  the 25% interest was concluded as a participant
with  two  other  related  companies  (see  Note  7  for detail of related party
transactions),  HAT, LLC and Nevadacor Energy, Inc., which together acquired 50%
of  Thorofare  Energy,  Inc.'s  existing  acreage position, existing wells, well
operating  equipment  and  facilities together with production and pipelines and
prospective  acreage  acquisition  in an area of interest negotiated between the
parties.  The  Purchase  and  Participation  Agreement  provides  for  leasehold
ownership  as  follows:

Petrominerals Corporation                     25%
HAT, LLC                                      14%
Nevadacor Energy, Inc.                        11%

Land  Held  for  Resale
-----------------------

On  September  20,  2001,  the  Company  acquired a 49% interest in certain real
property located in Signal Hill, California.  This land is being held for resale
and  in  accordance  with Statement of Financial Accounting Standards (SFAS) No.
121,  Accounting  for  the  Impairment  of  Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed  of,  is  carried  at  the  lower  of cost or estimated
realizable value.  The estimated realizable value is the estimated selling price
in the normal course of business less reasonably predictable costs of completion
and  disposal.  Unrealized  gains  or  losses  are  excluded  from  earnings and
reported  in  a  separate  component of stockholder's equity as cumulative other
comprehensive  income  (loss).

The  carrying  amount  and estimated market value of the land at December 31 (in
thousands),  are  as  follows:

<TABLE>
<CAPTION>
                                                      2001
                                                      ----
                                       Gross Unrealized   Gross Unrealized
                      Amortized Cost         Gains             Losses        Market Value
                      ---------------  -----------------  -----------------  -------------
<S>                   <C>              <C>                <C>                <C>
Land held for resale  $           250  $               -  $              38  $         212
                      ===============  =================  =================  =============
</TABLE>


                                       18
<PAGE>
NOTE  4  -  INCOME  TAXES

The  provision  for  income tax was $0 for the years ended December 31, 2001 and
2000.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying  amount of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  income tax purposes.  The following table
summarizes  the  significant components of the Company's deferred tax assets and
liabilities  as  of  December  31  (in  thousands):

                                               2001      2000
                                             --------  --------
Deferred Tax Assets:
  Net operating loss carryforwards           $ 2,652   $ 2,309
  Valuation reserve for deferred tax assets   (2,652)   (2,309)
                                             --------  --------

     Net Deferred Tax Assets                 $     -   $     -
                                             ========  ========

At  December  31,  2001,  the  Company  had  net operating loss carryforwards of
approximately  $7,800 for Federal income tax purposes that will expire beginning
in  the  year  2003.  For financial reporting purposes, a valuation allowance of
$2,652  has  been recorded to offset the deferred tax asset related primarily to
these  carryforwards.


NOTE  5  -  NOTES  PAYABLE

On September 20, 2001, the Company entered into a Purchase and Sale Agreement to
acquire  a  forty-nine percent (49%) interest in real property located in Signal
Hill,  California.  As  part  of this acquisition, the Company pledged to pay to
the  seller  the sum of $100,000, in the form of a Promissory Note, and $150,000
in  common  stock  of the Company.  The Promissory Note is due and payable on or
before  September  20,  2004.  Interest  only is due and payable at 6% per annum
commencing  September  20, 2002.  The annual principal and interest requirements
for  years  ending  December  31  (in  thousands),  are  as  follows:

                                     Principal       Total
Year Ending December 31,  Interest    Maturing   Debt Service
------------------------  ---------  ----------  -------------

         2002             $       2  $        -  $           2
         2003                     6           -              6
         2004                     4         100            104
                          ---------  ----------  -------------

                          $      12  $      100  $         112
                          =========  ==========  =============

NOTE  6  -  COMMON  STOCK (In thousands, except par value and per share amounts)

On  February  8,  1993,  the Board of Directors adopted the 1993 Incentive Stock
Option Plan and the 1993 Non-Statutory Stock Option Plan (the Plans).  The Plans
provide  for  the  granting  of  options  to purchase up to a maximum of 150,000
shares  of  the  Company's common stock to officers, key employees and directors
who are not otherwise employed by the Company.  Under the Plans, options granted
to  non-employee  directors  are  limited  to  a  maximum of 7,500 shares of the
Company's  common  stock.  The  Plans  expire  on  February  8,  2003.


                                       19
<PAGE>
NOTE  6  -  COMMON  STOCK  (Continued)

On  March  6,  1997,  the  Board  adopted a resolution granting stock options to
purchase  up  to  5,000  shares of common stock to the then CEO, and up to 2,500
shares  of  common  stock to each of the three non-employee directors. Under the
terms  of  the resolution, the former CEO and each of the directors can purchase
shares  of  common  stock  for  the  average  price that the Company's stock was
trading  before  and  after  March 6, 1997. This average is $3.00 per share. The
Company  has  not  yet  issued  these  options.

In  September  1999,  the Company entered into an agreement with a key employee.
Under this agreement, the Company granted stock options to purchase up to 60,000
shares  of  common  stock to the key employee. Under the terms of the agreement,
the  employee can purchase 20,000 shares of common stock at a price of $3.00 per
share  vesting upon execution of the engagement agreement; another 20,000 shares
of  common  stock  at  a price of $3.00 per share vesting in six months from the
execution  date of the engagement agreement; and another 20,000 shares of common
stock  at  a  price  of  $5.00  per  share  vesting  in eighteen months from the
execution  date  of  the  engagement  agreement.

On  October  5, 1999, the Board of Directors adopted a resolution to award stock
options  to  purchase  up  to  20,000  shares  of  common  stock to its employee
directors,  11,000  shares  of  common  stock to its non-employee directors, and
10,000  shares  to  its  corporate counsel. Under the terms of the resolution of
common  stock.  These stock options can be exercised at a price fixed to average
market  price  of  shares  traded during the month of October 1999. This average
price  is  approximately  $2.72  per  share.

No  stock  options  were  exercised during the years ended December 31, 2001 and
2000.

On  January 9, 1998, the Company's shareholders approved a one for eight reverse
split  of the Company's common stock.  Under the terms of the reverse split, one
share  of  $0.80 par value common stock will be issued for eight shares of $0.10
par  value  common  stock, effective as of January 25, 1998, for shareholders of
record  on  December  8, 1997. All fractional interest will be rounded up to the
next  whole  share. This stock split has been shown retroactively in the audited
financial  statements  as  of  December  31,  2001  and  2000.

In  February  1997,  the  Financial  Accounting  Standards  Board  (FASB) issued
Statement  of  Financial  Accounting  Standards  (SFAS)  No.  128, "Earnings per
Share," which is effective for the Company beginning December 31, 1998. SFAS 128
replaced  the  presentation of primary earnings per share with a presentation of
basic earnings per share based upon the weighted average number of common shares
for the period. It also requires dual presentation of basic and diluted earnings
per  share  for  companies  with  complex  capital structures. Basic and diluted
earnings per share for the twelve months ended December 31, 2001 and 2000 are as
follows:

<TABLE>
<CAPTION>
                                              2001                            2000
                                              ----                            ----
                                   Weighted                        Weighted
                                Average Shares   Income (Loss)  Average Shares   Income (Loss)
                                (in thousands)     Per Share    (in thousands)     Per Share
                                ---------------  -------------  ---------------  -------------
<S>                             <C>              <C>            <C>              <C>
Basic
  Loss from continuing
    operations                            1,086         (1.02)            1,059         (0.54)
                                ===============                 ===============
Income from discontinued
  operations                                                -                               -
Income from extraordinary item                              -                            0.42
                                                 -------------                   -------------
Net Loss                                                (1.02)                          (0.12)
                                                 =============                   =============
Diluted
  Loss from continuing
    operations                            1,086                           1,059         (0.54)
                                ===============                 ===============
Income from discontinued
  operations                                                -                            0.42
Income from extraordinary item                              -                               -
                                                 -------------                   -------------
Net Loss                                                (1.02)                          (0.12)
                                                 =============                   =============
</TABLE>

Basic  and  diluted  earnings  per  share  are  the same, as any impact from the
exercise  of  stock  options  would  be  anti-dilutive.


                                       20
<PAGE>
NOTE  7  -  RELATED  PARTIES  AND  RELATED  PARTY  TRANSACTIONS

During the periods covered by the financial statements, the Company was involved
in  various  transactions  with  related  parties. These related parties consist
primarily  of  corporations and joint ventures in which officers, directors, and
shareholders  of  the Company, directly and/or indirectly, own varying ownership
interest  and/or  are officers and directors thereof. Related party transactions
involving  the purchase of property and equipment by the Company and payments to
the  Company for services (in thousands) were approximately $18 and $32 for 2001
and  2000,  respectively.

As  mentioned  in  Note 3, during 1999, the Company entered into an agreement to
gain  working interest in certain wells and leases in the state of Wyoming.  Two
participating  entities  with  Petrominerals  Corporation in the acquisition are
HAT,  LLC  and  Nevadacor  Energy,  Inc. Nevadacor is acting as agent for Kaymor
Energy,  LLC (a Nevada limited liability company), the members of which are HBOC
Energy Marketing, Inc. ("HBOC"), a California corporation, and Morris V. Hodges,
individually.  HBOC  is controlled by Morris V. Hodges and was formerly known as
Kaymor  Petroleum Products, Inc. Morris V. Hodges is Petrominerals Corporation's
president,  CEO  and  shareholder.

NOTE  8  -  UNAUDITED  QUARTERLY  FINANCIAL DATA (In thousands, except per share
amounts)

<TABLE>
<CAPTION>
                                  First      Second     Third     Fourth
                                 Quarter    Quarter    Quarter    Quarter     Year
                                ---------  ---------  ---------  ---------  --------
<S>                             <C>        <C>        <C>        <C>        <C>
2001
----
  Revenues                      $    155   $    156   $    148   $     40   $   499
  Costs and expenses                 261        273        238        840     1,612
                                ---------  ---------  ---------  ---------  --------
  Income (loss) from
    continuing operations
  Discontinued operations,          (106)      (117)       (90)      (800)   (1,113)
    net of taxes
  Extraordinary item, net of
    taxes

  Net income (loss)             $   (106)  $   (117)  $    (90)  $   (800)  $(1,113)
                                =========  =========  =========  =========  ========

  Net income (loss) per share   $  (0.10)  $  (0.11)  $  (0.08)  $  (0.73)  $ (1.02)
                                =========  =========  =========  =========  ========


                                  First      Second     Third     Fourth
                                 Quarter    Quarter    Quarter    Quarter     Year
                                ---------  ---------  ---------  ---------  --------

2000
----
  Revenues                      $    116   $    123   $    112   $    184   $   535
  Costs and expenses                 209        237        200        457     1,103
                                ---------  ---------  ---------  ---------  --------
  Income (loss) from
    continuing operations            (93)      (114)       (88)      (273)     (568)
  Discontinued operations,
    net of taxes                       -          -          -          -         -
  Extraordinary item, net of
    taxes                              -          -          -        441       441
                                ---------  ---------  ---------  ---------  --------

  Net income (loss)             $    (93)  $   (114)  $    (88)  $    168   $  (127)
                                =========  =========  =========  =========  ========

  Net income (loss) per share      (0.09)     (0.11)     (0.08)      0.16     (0.12)
                                =========  =========  =========  =========  ========
</TABLE>


                                       21
<PAGE>
NOTE 9 - SEGMENT INFORMATION (In thousands, except per share amounts)

The Company adopted SFAS No. 131, Disclosure About Segments of an Enterprise and
Related Information "SFAS 131" in 1998 which changes the way the Company reports
information  about  its  operating  segments.

The  Company identifies reportable segments by product and country, although the
Company  currently  does not have foreign country segments. The Company includes
revenues  from both external customers and revenues from transactions with other
operating  segments  in  its measure of segment profit or loss. The Company also
includes interest revenue and expense, DD&A, and other operating expenses in its
measure  of  segment  profit  or  loss.

The  accounting  policies  of  the  reportable  segments  are  the same as those
described  in  the  Summary  of  Significant Accounting Principles (see Note 1).

The  Company's  operations  are classified into two principal industry segments.
Following  is  a  summary  of  segmented  information  for  2001  and  2000:

<TABLE>
<CAPTION>
                                                   Oilfield    Oil Production
                                                   Services      and Sales       Total
                                                   ---------  ----------------  --------
<S>                                                <C>        <C>               <C>
Year Ended December 31, 2001

Revenue from external customers                    $       -  $           272   $   272
                                                   ---------  ----------------  --------
Other revenue                                      $       -  $           227   $   227
                                                   ---------  ----------------  --------
Interest expense                                   $       -  $             -   $     -
                                                   ---------  ----------------  --------
Expenditures for segment assets                    $       -  $            93   $    93
                                                   ---------  ----------------  --------
Depreciation, depletion and amortization           $       -  $             3   $     3
                                                   ---------  ----------------  --------
Asset impairment                                   $       -  $            32   $    32
                                                   ---------  ----------------  --------
Environmental liability settlements (see note 10)  $       -  $           725   $   725
                                                   ---------  ----------------  --------

Total Assets                                       $       -  $         2,203   $ 2,203
                                                   ---------  ----------------  --------
Loss from continuing operations                    $       -  $        (1,113)  $(1,113)
                                                   ---------  ----------------  --------
Loss from discontinued operations                  $       -  $             -   $     -
                                                   ---------  ----------------  --------
Extraordinary item - forgiveness of debt           $       -  $             -   $     -
                                                   ---------  ----------------  --------

Net Gain (Loss)                                    $       -  $        (1,113)  $(1,113)
                                                   =========  ================  ========

                                                   Oilfield    Oil Production
                                                   Services      and Sales       Total
                                                   ---------  ----------------  --------
Year Ended December 31, 2000

Revenue from external customers                    $       -  $           378   $   378
                                                   =========  ================  ========
Other revenue                                      $       -  $           157   $   157
                                                   =========  ================  ========
Interest expense                                   $       -  $             -   $     -
                                                   =========  ================  ========
Expenditures for segment assets                    $       -  $           320   $   320
                                                   =========  ================  ========
Depreciation, depletion and amortization           $       -  $             3   $     3
                                                   =========  ================  ========
Asset impairment                                   $       -  $           294   $   294
                                                   =========  ================  ========

Total Assets (net of intercompany items)           $       -  $         2,310   $ 2,310
                                                   =========  ================  ========
Loss from continuing operations                    $       -  $          (568)  $  (568)
                                                   =========  ================  ========
Loss from discontinued operations                  $       -  $             -   $     -
                                                   =========  ================  ========
Extraordinary item - forgiveness of debt           $     441  $             -   $   441
                                                   =========  ================  ========

Net Gain (Loss)                                    $     441  $          (568)  $  (127)
                                                   =========  ================  ========
</TABLE>

Effective  April  1, 1998, the Company disposed of its oil production segment by
sale  to  an  unaffiliated  third  party.

Effective  with  the  entry  of  the bankruptcy court's order dated December 20,
2000, releasing and discharging the Company in the Hydro-Test bankruptcy matter,
the  Company  no  longer  has  activities  within the oilfield services industry
segment.


                                       22
<PAGE>
NOTE  10  -  ENVIRONMENTAL  MATTERS

MONTEREY  PARK,  CALIFORNIA

On December 6, 1989, the Company was notified by the United States Environmental
Protection  Agency  ("EPA")  that,  under  provisions  of  the  Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980 ("CERCLA"), the
Company  was  considered a potentially responsible party ("PRP") in the clean-up
of  the  Operating  Industries,  Inc.  ("OII")  waste  disposal site, located in
Monterey  Park,  California.  The EPA has also contacted approximately 270 other
PRPs  who  disposed  of  liquid waste at this site. The Company is in the fourth
tier  of  PRPs  notified  by  the  EPA,  regarding  this  site.

On  December 20, 2001, the Company agreed to a settlement option for liabilities
related  to  the  OII  site  in which the Company will pay $483 plus interest in
three  installments as follows: The first installment of $317 will be due within
thirty (30) days following receipt of notice of entry of the Consent Decree. The
second installment of $86 (which amount includes interest of $3 at the Superfund
rate  of  3.35%  to the due date) will be due one year after the due date of the
first  installment. The third installment of $89 (which amount includes interest
of  $6  at the Superfund rate of 3.35% compounded annually to the due date) will
be  due  two years after the due date of the first installment. As a result, the
Company  has accrued $483 in liabilities and recorded $483 as settlement expense
in  its  December  31,  2001  financial  statements.

SANTA  BARBARA,  CALIFORNIA

On  February  7,  2000,  the Environmental Protection Agency ("EPA") advised the
Company  that it had been identified as having disposed of waste material at the
Casmalia Disposal site in Santa Barbara County, California, and that the Company
is  potentially  liable  for  certain  costs  associated  with  site  cleanup.

On  December  20, 2001 the Company agreed to a settlement option for liabilities
related  to  Casmalia  disposal site in which the Company will pay $242 in three
installments  as  follows:  The  first  installment in the amount of $158 is due
within  30  days  of notice of entry of the Consent Decree. At the present time,
the  EPA  estimates  that Consent Decree will be entered in late summer or early
fall, 2002. The second installment of $42 will be due one year from the due date
of  the  first  installment.  The third installment of $42 will be due two years
from  the  due  date  of  the first installment. The Company has accrued $242 in
liabilities  and  recorded  $242  as settlement expense in its December 31, 2001
financial  statements.


NOTE  11  -  CONTINGENCIES

The  Company  has  certain  contingent  liabilities  with respect to litigation,
claims,  taxes,  government  regulations and contractual agreements arising from
the  ordinary  course  of  business.  While  there  are always risks inherent in
resolution  of  any  contingency,  it  is  the  opinion  of management that such
contingent  liabilities  will not result in any loss which would have an adverse
material  effect  on  the  Company's  financial  position.

The Company is subject to other possible loss contingencies pursuant to federal,
state  and  local environmental laws and regulations. These include existing and
potential  obligations  to  investigate  the  effects  of the release of certain
hydro-carbons  or  other  substances  at  various sites; to remediate or restore
these  sites; and to compensate others for damages and to make other payments as
required  by  law  or regulation. These obligations relate to sites owned by the
Company  or  others,  and  are  associated  with  past  and  present oil and gas
operations.  The  amount of such obligations is indeterminate and will depend on
such  factors  as  the  unknown  nature and extent of contamination, the unknown
timing,  extent  and  method  of  remedial  actions  which  may be required, the
determination  of  the  Company's  liability  in proportion to other responsible
parties,  and  the  state  of  the  law.


                                       23
<PAGE>
NOTE  12  -  CONCENTRATION  OF  BUSINESS  AND  CREDIT  RISK

The  Company  sold  substantially  all  of its oil and gas to Texaco Trading and
Transportation,  Inc. ("Texaco"). In fiscal year 2001 and 2000, revenue from the
sale  to Texaco was more than 50% of the Company's gross revenue from continuing
operations.

The Company maintains most cash and cash equivalents in short-term (less than 30
days)  commercial  paper managed by Union Bank of California which does not have
Federal Insurance or collaterals to secure the balance. At December 31, 2001 and
2000,  unsecured cash and cash equivalents were $1,504 and $1,600, respectively.


NOTE  13  -  SUBSEQUENT  EVENTS

The  Company  has  received  inquiries  regarding  the  sale  of  its  coal seam
activities  within  the Wyoming Project and anticipates the completion of a sale
by  year  end.

The  Company  has  also received inquiries regarding the sale of its interest in
the  land  it is holding for resale.  The seller of the property is still in the
process  of  removing  the  storage  tanks  from  this  property pursuant to the
Purchase  and Sale Agreement.  Once this has been completed, the Company expects
the  enter  into  an  agreement  to  sell the property with closure on or before
December  31,  2002.


NOTE  14 - SUPPLEMENTAL OIL AND GAS PROPERTIES AND RELATED RESERVES (UNAUDITED)

RESULTS  OF  OPERATIONS

Selected  financial  information  for oil and gas operations accounted for under
the  successful  efforts  methods for the years ended December 31, is summarized
below  (in  thousands):

                                                               2001    2000
                                                              ------  ------

Produced oil and gas sales                                    $ 272   $ 378
Less:
  Operating expenses                                            405     360
  Depreciation, depletion and amortization                        3       3
                                                              ------  ------

Results of operations from oil and gas producing activities,
  excluding corporate overhead and interest costs             $(136)  $  15
                                                              ======  ======


                                       24
<PAGE>
NOTE 14  -  SUPPLEMENTAL OIL AND GAS PROPERTIES AND RELATED RESERVES (UNAUDITED)
            (Continued)

ESTIMATED  QUANTITIES  OF  OIL  AND  GAS  RESERVES

The  following  table  presents  the  Company's  estimates  of  its  proved  oil
equivalent (in thousands of barrels equivalent*) reserves, which are all located
in  the  United  States. All reserve estimates have been prepared by independent
petroleum  engineers.  The  Company  emphasizes  that  reserve  estimates  are
inherently  imprecise  and  are expected to change as future information becomes
available. Estimates of its proved oil reserves for the years ended December 31,
are  as  follows:

                                                    2001    2000
                                                   ------  ------

Proved developed and undeveloped reserves: (Mboe)
  Beginning of period                              $  87   $ 147
  Purchase of minerals in place                        -       -
  Revision of previous estimates                     (71)    (42)
  Production                                         (14)    (18)
                                                   ------  ------

End of period                                          2      87

Proved developed reserves:
  Beginning of period                                 87     147
  End of period                                        2      87

*  (Six  mcf  of  natural  gas  has  been converted to one barrel of crude oil).

DISCOUNTED  FUTURE  NET  CASH  FLOWS  RELATING  TO  PROVED  OIL AND GAS RESERVES

A  standardized  measure  of discounted future net cash flows is presented below
for  each of the years ended December 31, 2001 and 2000. Future cash inflows are
computed  by  applying  year-end prices of oil and gas relating to the Company's
proved  reserves  to  year-end  quantities  of  those  reserves.

Future  development  and  production  costs  are  computed  by  estimating  the
expenditures  to  be  incurred  for  developing and producing proved oil and gas
reserves, based on year-end costs and assuming continuation of existing economic
conditions.

Future  income  tax  expense  is  computed  by applying year-end statutory rates
(adjusted  for  permanent  differences)  to  the  future  pretax  net cash flows
relating  to  the  Company's  proved oil and gas reserves, less the tax basis at
each  year-end  of  the  properties  involved.

A  10%  annual  discount  rate  is used to reflect the timing of future net cash
flows  relating  to  proved  oil  and  gas  reserves.

The  projections  should  not  be  viewed  as realistic estimates of future cash
flows,  nor  should  the  "standardized  measure" be interpreted as representing
current value to the Company. Material revisions to estimates of proved reserves
may  occur  in  the  future;  development and production of the reserves may not
occur  in  the  periods  assumed;  and  actual  prices realized and actual costs
incurred  may  vary  significantly  from  those  used.


                                       25
<PAGE>
NOTE  14  - SUPPLEMENTAL OIL AND GAS PROPERTIES AND RELATED RESERVES (UNAUDITED)
            (Continued)

The  following  reserve  estimates  and  resulting  future  net  cash flows were
developed  in  accordance  with  Securities and Exchange Commission rules, using
selling  prices  in  effect at the end of the years indicated. Both the quantity
estimates and "cash flow" of reserves are sensitive to sales prices in effect at
the  year  end  quantification  date. During periods of rapidly changing prices,
reserve  information must be examined with this understanding. Reserve estimates
and  resulting  future  net  cash  flows for the years ended December 31, are as
follows  (in  thousands):

                                                           2001     2000
                                                          ------  --------

Future cash inflows                                       $  28   $ 1,854
Future production and development costs                     (25)   (1,328)
                                                          ------  --------

Future net cash flows                                         3       526
10% annual discount for estimated timing of cash flows        -       147
                                                          ------  --------

Standardized measure of discounted future net cash flows  $   3   $   379
                                                          ======  ========

Following  are  the  principal  sources of change in the standardized measure of
discounted  future  cash  flows for the years ended December 31, (in thousands):

                                               2001    2000
                                              ------  ------

Beginning balance                             $ 379   $ 736
Sales and transfers of oil and gas produced,
  net of production cost                        133     (18)
Net changes in prices and production costs,
  based on beginning of year barrels            (40)   (244)
Revisions to previous estimates                (612)   (173)
Accretion of discount                            38      74
Other                                           105       4
                                              ------  ------

Ending balance                                $   3   $ 379
                                              ======  ======

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL  DISCLOSURE

None.


                                       26
<PAGE>
                                    PART III


ITEM  9  -  DIRECTORS,  EXECUTIVE OFFICERS, COMPLIANCE WITH SECTION 16(A) OF THE
            SECURITIES  EXCHANGE  ACT  OF  1934

The  Executive  Officers of Petrominerals, together with the years in which such
Officers  were  named  to  their  present  offices  are  as  follows:

                                                Year Named to
       Name           Position with Company    Present Position
       ----           ---------------------    ----------------

Morris V. Hodges*    President, Chief
                     Executive Officer, Chief
                     Financial Officer and
                     Director                              1998
Everett L. Hodges**  Secretary and Treasurer               1998

Each of the Executive Officers serves at the pleasure of the Board of Directors.

*    Mr.  Morris  Hodges  was appointed President and Chief Executive Officer on
     December  30, 1998. Mr. Hodges has held the position of Assistant Secretary
     since  March  1995.

**   Mr.  Everett  Hodges  was appointed Secretary and Treasurer on December 30,
     1998.

BIOGRAPHICAL  INFORMATION

The  following table sets forth the name, principal occupation, age and the year
in  which the individual first became a director, and business experience during
the  last  five  years:


MORRIS  V.  HODGES                     67                 Director       1979

Mr.  Morris  V.  Hodges  was  appointed President and Chief Executive Officer on
December 30, 1998.  Mr. Morris Hodges has held a controlling interest in and has
served  as  a  director and officer of the following companies for more than the
past  ten  years:  Hillcrest Beverly Oil Corporation; Kaymor Petroleum Products,
Inc.;  Sunset Pipeline and Terminalling, Inc.; Coastal Petroleum Refiners, Inc.;
and  Hydraulic Rod Pumps, International. Certain of the foregoing companies have
been  affiliated  with  the  Company  in  various  transactions.  See  Item 12 -
"Certain  Relationships  and Related Transactions." Morris V. Hodges and Everett
L.  Hodges,  as  a  group,  may  be  deemed  to  be  controlling  persons.

EVERETT  L.  HODGES                    69                 Director       1979

Mr.  Everett  L.  Hodges  served as President of the Company from September 1987
through  February 1992.  For more than the past ten years, Mr. Hodges has held a
controlling  interest  in  and  has  served  as a director and officer of Energy
Production  &  Sales  Co.;  California Oil Independents, Inc.; Coastal Petroleum
Refiners,  Inc.;  and  has  served  as  a  director and officer of St. James Oil
Corporation  since  1988.  Mr.  Hodges  has  also served as the President of the
Violence  Research  Foundation,  a non-profit foundation, since its inception in
1991.  Certain  of the foregoing companies have been affiliated with the Company
in  various  transactions.  See  Item  12  -  "Certain Relationships and Related
Transactions."  Everett  L.  Hodges  and  Morris  V.  Hodges, as a group, may be
deemed  to  be  controlling  persons.


                                       27
<PAGE>
ITEM  9  -  DIRECTORS,  EXECUTIVE OFFICERS, COMPLIANCE WITH SECTION 16(A) OF THE
            SECURITIES  EXCHANGE  ACT  OF  1934  (Continued)

BIOGRAPHICAL  INFORMATION  (Continued)

WILLIAM  N.  HAGLER                    69                 Director       1998

Mr.  William  N. Hagler is Chairman of the Board of Directors, CEO and President
of Intermountain Refining Co., Inc., a company he founded in 1984. Intermountain
Refining  is  or  has  been  engaged  in  petroleum  refining  and  marketing,
co-generation  of  electric  power  and  natural gas production. Since 1955, Mr.
Hagler  has  been  continuously  employed  in  various  phases  of the petroleum
industry  with  Exxon,  Cities  Service  Oil  Company,  Riffe Petroleum Company,
Plateau,  Inc.,  and  Unico,  Inc.  Mr.  Hagler  is  a  President  of  Red Hills
Manufacturing  Company  and Hagler Oil and Gas Company. Mr. Hagler serves on the
Public  Utility  Commission  for  the City of Farmington, New Mexico. Mr. Hagler
currently  sits  on  the  Company's  audit  committee.

JOHN  C.  MCMAHON  *                   55                 Director       1999

Mr. John C. McMahon has been employed as Vice President of Koch Oil's West Coast
crude  oil  operations  from  January 1978 - December 1998. This was a privately
held  company engaging in the crude oil marketing, gathering and trading of both
domestic and foreign crude oil. Mr. McMahon resigned from the Board of Directors
after  the  October  16, 2002, Shareholder meeting because of the press of other
matters.

JOHN  A.  ERICKSON                     79                 Director       2000

Mr. John A. Erickson, for more than the past ten years, has served as a director
and  officer  of  St.  James  Oil  Corporation, County Water Company, La Fortuna
Associates  and  OSCA Development Company and has recently retired as a director
of  Weybrun Security Company. Mr. Erickson is currently sitting on the Company's
audit  committee.

*The  Board  of  Directors  has  not  filed  the vacancy on the Board due to the
resignation  of  Mr. McMahon; thus the Board of Directors currently has Four (4)
Directors.

STANDING COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

Standing  Committees
--------------------

The Company has certain standing committees, each of which is described below:

Ad-Hoc  Committee - This committee consists of Messrs. Morris Hodges and William
-----------------
Hagler.  This  committee  evaluates  proposed  acquisitions,  mergers  or  other
pertinent  negotiations which may come before the Board.  This committee held no
meetings during the last fiscal year, as all discussions and decisions were made
by  the full Board of Directors, which includes the Ad-Hoc Committee membership.

Audit  Committee  -  This committee consists of Mr. Hagler and Mr. Erickson. The
----------------
Audit  Committee  is  responsible  for  reviewing  the  scope  and procedures of
internal  auditing  work,  the  results  of  independent  audits, the accounting
policies  of  management,  and  recommends  to  the Board the appointment of the
Company's outside auditors.  This committee did not hold any meetings during the
last  fiscal  year, as all discussions and decisions were made by the full Board
of  Directors,  which  includes  the  Audit  Committee  membership.

ATTENDANCE  AT  BOARD  MEETINGS

During  the  last  fiscal  year,  the Board of Directors of the Company held one
regular  meeting and three special meetings.  Attendance at such meetings of the
Board  was  100%.


                                       28
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

The following Summary Annual Compensation Table sets forth all cash compensation
paid,  distributed  or  accrued for services, including salary and bonus amounts
rendered in all capacities for the Company during the fiscal year ended December
31,  2001,  whose  annual cash compensation exceeded $100,000 or served as Chief
Executive Officer. All other tables required to be reported have been omitted as
there  has  been  no  compensation  awarded  to, earned by or paid to any of the
Company's  executives  in  any  fiscal  year  covered  by  the  table.

SUMMARY  ANNUAL  COMPENSATION  TABLE

                                                              Year     Salary
                                                              ----     ------

Morris V. Hodges, President, Chief Executive Officer and
Chief Financial Officer                                       2001   $  31,500

Mr. Hodges was appointed Chairman, President, Chief Executive Officer, and Chief
Financial  Officer  of  Petrominerals  Corporation  on  December  30,  1998.

OTHER  COMPENSATION  OF  EXECUTIVE  OFFICERS

The Company provided travel and entertainment expenses to its executive officers
and  key  employees.  The aggregate amount of such compensation, as to any other
executive  officer  or key employee, did not exceed the lesser of $25,000 or 10%
of the cash compensation paid to such executive officer or key employee, nor did
the  aggregate  amount  of  such  other  compensation  exceeded  10% of the cash
compensation  paid  to  all  executive  officers  or  key  employees as a group.

TERMINATION  AND  CHANGE  IN  CONTROL  ARRANGEMENTS

In  July  1993,  the  Board  of Directors adopted a severance plan for executive
officers  providing  that, in the event of termination of employment as a result
of  a  change  in  control of the corporation, that such executive officer would
receive  severance  in  the amount of one year's base salary.  The Plan does not
provide  for  any  severance  in  the  event  of  the resignation, retirement or
termination  of  any Executive Officer's employment with the Company for reasons
other  than  a  change  in  control  of  the  Company.

COMPENSATION  OF  DIRECTORS

During  the year ended December 31, 2001, each of the two employee directors who
held  office  received  no  compensation.  Two of the non-employee directors who
held office were paid $750 per month for 10 months of the year and one remaining
non-employee  director  received  $750 per month for 11 months of the year for a
total  of $23,250 in compensation paid to directors of the Company. In addition,
the  non-employee  directors  are reimbursed for reasonable expenses incurred in
connection  with  any  meetings  attended.

The  Company did not pay any additional fees to directors for serving as members
of  the  Audit  or  Ad-Hoc  Committees  during  the  last  fiscal  year.


                                       29
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP  OF  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table lists the beneficial ownership. as of April 18, 2002, of the
Company's common stock with respect to all directors and officers as a group, to
the  extent  that it is known to the Company, either through Securities Exchange
Act  filings  or  information  supplied  by  the  persons  named  in  the table.

NAME OF DIRECTOR   NUMBER OF SHARES
OR NUMBER OF       AND NATURE OF          PERCENT
PERSONS IN GROUP   BENEFICIAL OWNERSHIP   OF CLASS
-----------------  ---------------------  ---------

John A. Erickson                  9,555        .82%
Everett L. Hodges          88,060 (1)(2)      7.60%
Morris V. Hodges            12,162(1)(3)      1.05%
William N. Hagler                   700        .06%

All directors and officers as a group, including the persons named above
  (4 Persons                    110,477               9.53%)

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

     (1)  Everett  L. Hodges and Morris V. Hodges were each granted 3,125 shares
          of  the  Company's common stock under the Directors Stock Compensation
          Plan in 1994 in lieu of cash directors fees for the period from May 1,
          1992  to  June  1,  1994.  See  "Directors  Stock  Compensation  Plan"

     (2)  The  88,060  shares  beneficially  held  by  Everett L. Hodges include
          73,487 shares held of record jointly in the Everett L. Hodges and Mary
          M.  Hodges Trust. This amount also includes 4,175 shares held directly
          by  Everett  L.  Hodges,  and  10,398  shares held of record by Energy
          Production  &  Sales Co., Inc. (EPS). The 88,060 shares do not include
          10,052 shares held in trust for the children and grandchild of Everett
          L.  and  Mary  M.  Hodges,  as to which Mr. and Mrs. Everett L. Hodges
          disclaim  any  beneficial  ownership.  Everett L. Hodges and Morris V.
          Hodges,  as  a  group,  may  be  deemed  to be a controlling person of
          Petrominerals  by  virtue  of  their  share  ownership.

     (3)  The 12,162 shares beneficially held by Morris V. Hodges includes 1,764
          shares  held  jointly  in  a  family trust by Morris V. and Kathryn M.
          Hodges.  This  amount  also  includes  10,398 shares held of record by
          Sunset  Pipeline  and  Terminalling, Inc., a company controlled by Mr.
          Hodges.  The  12,162 shares does not include 88,525 shares held by the
          adult  children of Morris V. Hodges and Kathryn M. Hodges, as to which
          Mr.  and  Mrs.  Morris  V.  Hodges  disclaim any beneficial ownership.
          Everett  L.  Hodges and Morris V. Hodges, as a group, may be deemed to
          be  a  controlling  person  of  Petrominerals by virtue of their share
          ownership.

1993 INCENTIVE STOCK OPTION PLAN AND 1993 NON-STATUTORY STOCK OPTION PLAN

The  Company  has  in  effect  two stock option plans - the 1993 Incentive Stock
Option  Plan  (the  Incentive Plan) and the 1993 Non-Statutory Stock Option Plan
(the  Non-Statutory  Plan)  (the  Incentive  Plan and the Non-Statutory Plan are
sometimes  collectively  referred to herein as the Plans), which were adopted by
the  Board of Directors and approved by the shareholders of the Company in 1993.
The  Plans  in  the  aggregate provide for the granting of options to purchase a
maximum  of  150,000  shares  of  the  Company's  common  stock to employees and
directors  of  the  Company  and  its  affiliates  (as defined herein); however,
options  which may be granted to non-employee directors are limited to a maximum
of  7,500  shares.  The  Plans  expire  on  February  8,  2003.

Any  of  the Company's current or future employees who render, in the opinion of
the Board of Directors, the type of services which tend to contribute materially
to  the  success  of  the Company or an affiliate of the Company are eligible to
participate  in  the  Incentive  Plan.  Any  of  the Company's current or future
employees  or  directors  (whether or not otherwise employed by the Company) who
render,  in  the  opinion  of the Board of Directors, the type of services which
tend  to  contribute materially to the success of the Company or an affiliate of
the  Company  are  eligible  to  participate  in  the  Non-Statutory  Plan.


                                       30
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP  OF  BENEFICIAL  OWNERS  AND  MANAGEMENT

1993  INCENTIVE  STOCK  OPTION  PLAN  AND  1993  NON-STATUTORY STOCK OPTION PLAN
(CONTINUED)

The  Plans  are  administered by the Board of Directors of the Company which has
the authority to determine the employees and directors to whom options are to be
granted,  the  number  of  shares  subject  to  each option price of outstanding
options  (but not below the fair market value of the shares subject thereto), to
enter  into agreements relating to the value of the option at the date of grant,
and  to  make  all  other  determinations  necessary  or  advisable  to  the
administration  of  the  Plan.  With  the  consent of the optionee, the Board of
Directors  will  also  have the power to substitute options with different terms
for  previously  granted  options,  or  to  amend  the  terms  of  any  option.

1993  INCENTIVE  STOCK  OPTION  PLAN  AND  1993  NON-STATUTORY STOCK OPTION PLAN
(Continued)

The  Board  of  Directors may delegate administration of the Plan to a committee
composed  of  not  less  than  three  members  of  the  Board  of  Directors.
Administration  of  the  Plan  with  respect to committee members, however, just
remain  vested  in the Board. With respect to options granted to a director, the
Board  of  Directors shall take action by a vote sufficient without counting the
vote  of  the  interested  director.  Interested  directors  may  be  counted in
determining  the presence of quorum at a meeting of the Board of Directors which
authorized  the  granting  of  options  to  such  directors.

1993  STOCK  BONUS  PLAN

In  February 1993, the Board of Directors adopted the Company's 1993 Stock Bonus
Plan (Bonus Plan). The Bonus Plan provides the awarding of up to 6,250 shares of
the  Company's  common  stock  to officers and key employees of the Company. The
Plan  is  administered  by  the  Board  of  Directors which has the authority to
determine  the  officers  and  key  employees  to  whom  stock bonuses are to be
awarded,  the time or times at which stock bonuses will be awarded, and, subject
to  the  limits  discussed  below, the number of shares to be granted under each
award.  The  Board  of Directors has the power to delegate the administration of
the  Bonus  Plan  to  a  committee of the Board appointed in accordance with the
Company's  Bylaws. The aggregate fair market value (determined as of the date of
grant)  of  the  shares  of  common stock awarded to any officer or key employee
under  the  Bonus  Plan  in any one calendar year cannot exceed one-sixth of the
officer's  or  key  employee's  salary (excluding bonuses and awards under other
incentive  plans  maintained  by  the Company) for such calendar year. The Bonus
Plan  terminated  on  February  8,  1998.

DIRECTORS  STOCK  COMPENSATION  PLAN

On  April  16,  1992,  as  part  of  its  cost containment program, the Board of
Directors  of  the  Company  adopted  the Directors Stock Compensation Plan (the
Stock  Compensation Plan). The Stock Compensation Plan provides for the granting
of  stock  to non-employee directors of the Company in lieu of paying director's
fees  in  cash.  The  purpose of the Stock Compensation Plan is to minimize cash
outflow  from  the  Company  by  compensating  non-employee  directors for their
services  to  the  Company  in  stock rather than in cash. The maximum number of
shares  provides  for  the  Stock Compensation Plan is 18,750. Only non-employee
directors  of  the Company are eligible to participate in the Stock Compensation
Plan.  In  February  1994  and February 1993, a distribution of 2,075 shares and
1,050  shares  was  made  to each of the non-employee directors under this Plan,
respectively.  This  Plan  terminated on February 10, 1995, at which time all of
the  shares  issued  under this Plan were distributed to non-employee directors.

The  Stock Compensation Plan is administered by the disinterested members of the
Board,  or,  in the event there are none such, the President and Chief Executive
Officer  and the Secretary of the Company. The granting of stock under the Stock
Compensation  Plan  is according to a pre-set formula. Directors fees payable to
non-employee  directors  of the Company under this plan were set by the Board at
$700  per  month.  Under  the  Stock  Compensation  Plan, the eligible directors
received  stock  at a value of $700 per month, determined by the average trading
price  as  quoted  on  the  nasdaq  Small  Cap  System  for  the  calendar month
immediately preceding the month in which the directors fees is earned; provided,
however,  that  the  valuation  of the stock shall not be less than the net book
value  of  the  Company  expressed on a per share basis. Any shares issued under
this  plan  shall  be  restricted  shares, subject to a two year holding period.


                                       31
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT (Continued)

REPORTABLE  TRANSACTIONS

To  the  knowledge  of  the Company, as of March 19, 2002, all reporting persons
have properly filed the appropriate forms on all reportable transactions and all
forms  were  timely  filed in compliance with Section 16(a) of the Exchange Act.

OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

On  March  6,  1997,  the  Board  adopted a resolution granting stock options to
purchase  up  to 5,000 shares of common stock to the CEO, and up to 2,500 shares
of  common stock to each of the three non-employee directors. Under the terms of
the  resolution, the CEO and each of the directors can purchase shares of common
stock  for  the  average  price  that the Company's stock was trading before and
after  March  6,  1997. This average is $3.00 per share. The Company has not yet
issued  these  options.

No  stock  options  were  exercised during the years ended December 31, 2001 and
2000.


ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

As  mentioned  in  Note 3, during 1999, the Company entered into an agreement to
gain  working interest in certain wells and leases in the state of Wyoming.  Two
participating  entities  with  Petrominerals  Corporation in the acquisition are
HAT,  LLC  and  Nevadacor  Energy,  Inc. Nevadacor is acting as agent for Kaymor
Energy,  LLC (a Nevada limited liability company), the members of which are HBOC
Energy Marketing, Inc. ("HBOC"), a California corporation, and Morris V. Hodges,
individually.  HBOC  is controlled by Morris V. Hodges and was formerly known as
Kaymor  Petroleum Products, Inc. Morris V. Hodges is Petrominerals Corporation's
president,  CEO  and  shareholder.

INDEBTEDNESS  OF  MANAGEMENT

During  the  Company's  last  fiscal  year,  no executive officer, director, any
member  of  the  immediate  family  or  any of those persons, any corporation or
organization  for  which  any  of those persons serve as an executive officer or
partner  or  which  they  own  directly  or indirectly 10% or more of its equity
securities, or any trust or other estate in which any of the Company's executive
officers  or  directors have a substantial beneficial interest or for which they
serve  as  a  trustee or in a similar capacity, has owed the Company at any time
since  the  beginning  of  its  last  fiscal  year  more  than  $60,000.


                                       32
<PAGE>
                                     PART IV
                                     -------


ITEM  13 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

                                                                         Page(s)
                                                                         -------

A.  LIST  OF  DOCUMENTS
    -------------------

    1.  Report of Brown Armstrong Paulden McCown Hill Starbuck & Keeter       13
        Balance Sheets at December 31, 2001 and 2000                          14
        Statements  of  Operations  for  the  Years  Ended
          December 31, 2001 and 2000                                          15
        Statements  of  Shareholders'  Equity  for  the  Years  Ended
          December 31, 2001 and 2000                                          16
        Statements  of  Cash  Flows  for  the  Years  Ended
          December 31, 2001 and 2000                                          17
        Notes to Financial Statements                                      18-29


                                       33
<PAGE>
ITEM  13 - EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND REPORTS ON FORM 8-K
           (Continued)

2.   Reports  on  Form  8-K
     ----------------------

     No Form 8-K was filed during fiscal year 2000 or 2001.

3.   Exhibits
     --------

     (2)(a)     Order Approving Disclosure Statement and Fixing Time for Filing
                Acceptances  and  Rejections  of  Plan  and  Fixing  Date  for
                Confirmation
                  Hearing  for  Hydro-Test  International,  Inc.*
     (2)(b)     Supplemental  Hydro-Test  International,  Inc.  Chapter  11
                Disclosure  Statement*
     (2)(c)     Supplemental  Hydro-Test  International,  Inc.  Chapter 11 Plan*
     (3)(a)     Certificate  of  Incorporation**
     (3)(a)(I)  Amendment  of  Certificate  of  Incorporation***
     (3)(b)     Bylaws,  as  Amended***
     (10)(a)    Petrominerals  Corporation 1993 Incentive Stock Option Plan and
                1993  Non-Statutory  Stock  Option  Plan  Incorporation****
     (10)(b)    Form  of  Petrominerals  Corporation  Employee  Stock  Option
                Agreement****
     (10)(c)    Petrominerals  Corporation  1993 Employee Stock Bonus Plan*****
     (10)(d)    Petrominerals  Corporation  Directors  Stock  Compensation
                Plan******
     (21)       Subsidiaries  of  the  Registrant

*         Incorporated  herein  by  reference  to  Exhibit  of  same  number  in
          Registrant's  Annual  Report  on Form 10-K for the year ended December
          31,  1995.

**        Incorporated  herein  by  reference  to  Exhibit  of  same  number  in
          Registrant's  Annual  Report  on Form 10-K for the year ended December
          31,  1981.

***       Incorporated  herein  by  reference  to  Exhibit  of  same  number  in
          Registrant's  Annual  Report  on Form 10-K for the year ended December
          31,  1987.

****      Incorporated  herein  by  reference  to  Form  S-8  Registration  No.
          33-70690,  as  filed  with  the  Securities and Exchange Commission on
          October  22,  1993.

*****     Incorporated  herein  by  reference  to  Form  S-8  Registration No.
          33-70688,  as  filed  with  the  Securities and Exchange Commission on
          October  22,  1993.

******    Incorporated  herein  by  reference  to  Form  S-8 Registration No.
          33-70692,  as  filed  with  the  Securities and Exchange Commission on
          October  22,  1993.


                                       34
<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.

PETROMINERALS  CORPORATION
(Registrant)


By:  /s/  Morris  V.  Hodges
     -----------------------
     Morris V. Hodges, President and Chief Executive Officer

Dated:


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  included:


Dated:                                By:  /s/Morris  V.  Hodges
                                           -------------------------------------
                                           Morris  V.  Hodges
                                           President,  Chief  Executive  Officer
                                           Chief Financial Officer, and Director

Dated:                                By:  /s/  Everett  L.  Hodges
                                           -------------------------------------
                                           Everett  L.  Hodges,  Director

Dated:                                By:  /s/  William  N.  Hagler
                                           -------------------------------------
                                           William  N.  Hagler,  Director


                                       35
<PAGE>