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,  1999

[ ]  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 incorporation or organization)  (I.R.S. Employer
                               Identification No.)

              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
$353,000.

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     [  ]  no

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

The  number  of shares of Registrant's common stock outstanding was 1,059,404 as
of  March  24,  2000.

The  aggregate  market  value  of  the  Registrant's  voting  stock  held  by
non-affiliates  of  the  Registrant was approximately $2,340,326 as of March 24,
2000.

The  total  number  of  pages  in  this  Form  10-KSB  are  45.

The  Index  of  Exhibits  included  in  this  Form 10-KSB is located at page 40.

                                        1
<PAGE>
                            PETROMINERALS CORPORATION
                                     PART I

ITEM  1  -  BUSINESS
            --------

A.  GENERAL  DESCRIPTION  OF  BUSINESS
    ----------------------------------

INTRODUCTION

Petrominerals  Corporation (Petrominerals or the Company) which was incorporated
under  the  laws of the State of Delaware in 1966, was engaged in the production
of  on-shore  domestic  crude  oil  and  natural  gas  in  Los  Angeles  County,
California,  and  oilfield  services  through  its  well  servicing  division,
Hydro-Test  International,  Inc.  (Hydro-Test).  Effective  April  1,  1998, the
Company disposed of substantially all of its oil and gas properties in a sale to
an  unrelated  entity.  The Company's wholly owned subsidiary, Hydro-Test, a New
Mexico corporation acquired in 1993, provided tubular testing services including
hydro-static  testing  of  tubing, pipelines and valve assemblies in the oil and
gas  industry,  under  the  name  Texas Tubing Testers. In July 1998, Hydro-Test
ceased  commercial  operations.  On  June  8, 1999, Hydro-Test filed a voluntary
petition  for Chapter 7 Bankruptcy. In late September 1999, the remaining assets
of  Hydro-Test  were  sold by the bankruptcy trustee for approximately $5,000 in
cash.  As  of March 24, 2000, the petition remains open.  Also in late September
1999,  the  company  completed  an acquisition of gas properties in southwestern
Wyoming.  The  company currently has oil production in the Santa Clarita area of
southern  California  and  gas  production  in  the  Sand Wash Basin of Wyoming.

BUSINESS  STRATEGY

After  completing  a  two-year  program  of  corporate downsizing and performing
remedial work, the Company engaged the services of an investment-banking firm to
look  for another Company to become a partner to a merger or acquisition. During
this  process,  the  Company  received  an  offer for the purchase of all of the
Company's oil and gas operations.  Management signed an agreement on February 4,
1998,  with an unrelated entity for the sale of all of the oil and gas producing
property and related infrastructure, including the 140 acres (see "Real Property
Holdings") owned by the Company, for $3,739,000 in cash and a production payment
receivable  for $931,000. The sale did not include the assets of Hydro-Test. The
effective  date  of  the  sale  was  April  1,  1998.

The Company planned to use the proceeds to either purchase oil and gas producing
assets  or  merge  with  another  company.  On  September  20, 1999, the Company
completed the acquisition of a 25% interest in the Smith Ranch natural gas field
located in southwest Wyoming for approximately $102,000 in cash. The company and
its  partners  also committed to drill two wells before May 2000. (see Note 7 to
the  consolidated  financial  statements  in Item 7 for detail)   In addition to
reviewing  merger  alternatives, management is currently focusing its efforts on
utilizing  its  cash  balance  for  the  acquisition  of  additional oil and gas
producing properties.  To assist with this goal, the company hired an officer to
coordinate  its business development activities in September 1999 (see Change in
Officers,  Item  6).

DISPOSITION  AND  BANKRUPTCY  OF  HYDRO-TEST  INTERNATIONAL,  INC.

In March 1995, the Company adopted a formal plan to liquidate and dispose of the
assets  of  Hydro-Test.  Through  August  1995,  the Company proceeded with this
liquidation  plan  by  selling  the equipment and inventory of several locations
operated  by  Hydro-Test.  On  September  1,  1995,  management  abandoned  the
liquidation plan and commenced its voluntary reorganization case with the filing
of  a petition under Chapter 11 of the United States Bankruptcy Code. On May 16,
1996,  the plan of reorganization was accepted by the creditors and confirmed by
the  United States Bankruptcy Courts for the Southern District of Texas, Houston
Division.  On August 14, 1996, a final hearing took place to approve the payment
of professional fees and order final payment.  On June 8, 1999, Hydro-Test filed
a  voluntary  petition  for  Chapter  7  Bankruptcy. In late September 1999, the
remaining  assets  of  Hydro-Test  were  sold  by  the  bankruptcy  trustee  for
approximately  $5,000  in cash. As of March 24, 2000, the petition remains open.
(see  Item  3  -  Legal  Proceedings  for  details)


                                        2
<PAGE>
ITEM  1  -  BUSINESS  (Continued)
            --------

A.  GENERAL  DESCRIPTION  OF  BUSINESS  (Continued)
    ----------------------------------

REAL  PROPERTY  HOLDINGS

Prior to the sale agreement effective April 1, 1998, the Company owned 140 acres
of unimproved land in the Hasley Canyon field, Santa Clarita Valley, Los Angeles
County,  California, which was the Company's primary location of oil production.

Following  the  sale,  the  Company  no longer had any significant real property
holdings. The remaining interests of the Company were fully impaired at December
31,  1998,  based  on  the  December  31,  1998 reserve report, which valued the
remaining  reserves  at $0. However, due to increases in crude oil prices, these
properties  were estimated to have a standardized measure of discounted value of
$669,000 as a result of the December 31, 1999 engineering reserve report.  Since
September  1999, the company also owns a 25% working interest in the Smith Ranch
field located in Carbon County, Wyoming.  The standardized measure of discounted
value  for  these  properties  was  $67,000 as a result of the December 31, 1999
engineering  reserve  report.

B.  FINANCIAL  INFORMATION  CONCERNING  INDUSTRY  SEGMENTS
    ------------------------------------------------------

Prior  to  the  sale  of its oil and gas producing properties effective April 1,
1998,  Petrominerals  principally  operated  in  two  industry segments: (1) the
production  and  sale  of  crude  oil;  and  (2)  providing  tubular testing and
complimentary  services  through  its  oilfield services subsidiary, Hydro-Test.
Subsequent  to  the  sale  and the discontinuation of Hydro-Test activities, the
Company's  income  was  derived  from  primarily two industry segments:  (1) the
production  and sale of crude oil and natural gas; and (2) other income which is
primarily  income  from  investments.  The  following  table  shows the Industry
Segment  Percentage  Revenues derived by Petrominerals for the past three years:

Industry  Segment  Percentage  Revenues  for  the years ended December 31 are as
follows:
<TABLE>
<CAPTION>


                   1999   1998   1997
                   -----  -----  -----
<S>                <C>    <C>    <C>
Oilfield services   0.0%  14.5%   6.7%
Oil and gas sales  66.9%  54.5%  76.7%
Other . . . . . .  33.1%  31.0%  16.6%
</TABLE>


See  Note  9  to  the  Consolidated  Financial  Statements  in Item 7 hereof for
information  regarding  amount  of  revenue,  operating profit, and identifiable
assets  attributable  to  Petrominerals'  industry segments for the fiscal years
indicated  above.

C.  DESCRIPTION  OF  BUSINESS
    -------------------------

OIL  AND  GAS  SALES

Until  April  1998,  the  Company  owned  and  operated oil wells in Los Angeles
County, California. Specifically, the Hasley Canyon and Castaic Hills fields are
located  in  the Santa Clarita Valley, Los Angeles County. After April 1998, the
Castaic  Hills  field  was  the  Company's  only  producing  location  until the
completion  of  the  acquisition  of  the  25%  interest in Smith Ranch field in
September  1999.

Development  of  Properties
---------------------------

Petrominerals  contracted  to  sell  the oil it produced to customers who either
refined  the oil or resold it to refiners. The Company did not refine any of its
oil  production  and used all of the gas produced to either generate electricity
for  pumping  units  or  to  operate  natural gas powered pumping units and tank
heaters.  Sales  of produced oil were generally made pursuant to contracts of 30
or  90 days duration and fluctuate with differences in posted field prices based
on  the  quality  of  the oil produced. The price obtained for oil depended upon
numerous  factors,  including  the  extent  of  domestic  production and foreign
imports,  world  events,  market demand, hostilities in oil producing countries,
and  the  effect  of  governmental  regulations. As a result of a combination of
these  factors, oil prices are constantly fluctuating. Prices for California oil


                                        3
<PAGE>
ITEM  1  -  BUSINESS  (Continued)
            --------

C.  DESCRIPTION  OF  BUSINESS  (Continued)
    -------------------------

OIL  AND  GAS  SALES  (Continued)

Development  of  Properties  (Continued)
---------------------------
are  significantly  lower  than reported benchmark prices for similar oil in the
United  States,  due  to the influx of Alaskan North Slope (ANS) crude into West
Coast  markets,  which  is directly in competition with California's production.

Petrominerals  contracted  to  sell  its  gas  produced  in Wyoming to Thorofare
Resources  through  the  Joint  Operating  Agreement. Sales of produced gas were
generally  made  pursuant  to  contracts of 30 or 90 days duration and fluctuate
with  differences in posted field prices based on the heating content of the gas
produced.  The  price obtained for gas depended upon numerous factors, including
the extent of domestic production, world events, market demand and the effect of
governmental  regulations.  As  a  result of a combination of these factors, gas
prices  are  constantly  fluctuating.  Prices  for Wyoming gas are significantly
lower than reported benchmark prices for similar gas in the United States due to
the  cost  of  transportation.

The  average  price  the  Company  received  for  its  crude oil during 1999 was
approximately  $11.40 per barrel, which is approximately $2.94 per barrel higher
than  the  average  price  which the Company received for its crude in 1998. The
Company  incurred  average  oil  production  costs  of  approximately $11.12 per
barrel,  and  produced  approximately  19,114  barrels  of  crude.

The  average  price  the  Company  received  for its natural gas during 1999 was
approximately  $1.90  per  thousand  cubic  feet  (mcf).  The  Company  produced
approximately  11,000  mcf.

The  Company  entered  into a joint venture agreement with Petrominerals 96-1, a
limited  partnership  formed on December 3, 1996 to drill a well on a designated
site.  The  Company has a 1% interest as general partner in the partnership, and
the  limited  partners consist of three directors and two unrelated parties. The
Company  contributed  the  drill  site  in  exchange  for  their interest in the
partnership  and  serves  as  the  well's  operator.  The Company bought out all
limited  partners' interests in April 1998 and sold the partnership assets to an
unrelated  third  party  thereafter.  See  Note  7 to the consolidated financial
statements  in  Item  7  herein  for  details.

The  Company  entered  into a purchase and joint venture participation agreement
with  Thorofare  Resources,  Inc.  in the County of Sweetwater and the County of
Carbon  in  the  southwestern  part of Wyoming on September 20, 1999. Under this
contract,  HAT, LLC, a Nevada Limited Liability Company, Nevadacor Energy, Inc.,
a  Nevada  corporation, and Petrominerals will purchase a fifty percent interest
in  sixteen  wells  together with the accompanying lease acreage (Petrominerals'
Group).  In  addition,  all parties would be committed to drill two new wells on
the  acreage, which expands the prospect area. Thorofare would be carried by the
Petrominerals Group for   of its participation (25% of 50%) in the two new wells
until  drilling  and  completion or abandonment money had been recovered. (Also,
see  Note  7  to  the  consolidated  financial statements in Item 7 for detail).

Operating  Hazards  and Uninsured Risks. The Company's operations are subject to
---------------------------------------
all  of  the  operating hazards and risks associated with producing oil, such as
environmental  pollution  and  personal  injury.  The  Company  carries  general
liability  insurance  and  it  has  obtained  insurance  against  environmental
pollution.

Government  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,
proration  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.


                                        4
<PAGE>

ITEM  1  -  BUSINESS  (Continued)
            --------

C.     DESCRIPTION  OF  BUSINESS  (Continued)
       -------------------------

Environmental  Matters.  The Company has established procedures for the on-going
----------------------
evaluation  of  its operations to identify potential environmental exposures and
assure  compliance  with regulatory policies and procedures. Management monitors
these  laws  and  regulations  and  periodically  assesses  the propriety of its
operational  and accounting policies related to environmental issues. The nature
of  the  Company's  business  requires  routine  day-to-day  compliance  with
environmental  laws  and  regulations.  Additionally,  the  Company  has  been
identified  as  a  potentially  responsible  party  (PRP)  by  the Environmental
Protection  Agency  (see Item 3). Management is unable to determine what effect,
if  any,  this  will  have  on  the  Company.

The  Company  is  unable  to  predict  whether  its  future  operations  will be
materially  affected  by  these  laws  and  regulations.  It  is  believed  that
legislation  and  regulations  relating  to  environmental  protection  will not
materially  affect  the  results  of  operations  of  the Company. Environmental
clean-up  costs  are incurred by the Company in the ordinary course of business.
In 1996, the Company incurred approximately $973 in environmental investigation,
compliance and remediation costs. The Company has not incurred any environmental
costs  since  1996.

Employees.  As  of  December  31,  1999,  the  Company  employed  a  total  of 4
---------
individuals.


OILFIELD  SERVICES

Until  July  1998,  when Hydro-Test ceased commercial operations, the subsidiary
was  engaged  in  the  hydrostatic  testing of tubular pipe, pipelines and valve
assemblies  in  the  oil  and  gas industry at one facility near Houston, Texas.
Hydro-Test  previously  operated  two  offices  in  California, three offices in
Texas,  one  office  in  New  Mexico,  and  through  its  franchisees,  licensed
additional four offices in the United States and other countries. All operations
were consolidated into the remaining Texas operation during 1995 in anticipation
of  reorganization.


ITEM  2  -  PROPERTIES
            ----------

AGREEMENT  FOR  SALE  OF  PROPERTY

As  noted  in "Management's Discussion and Analysis" contained in Item 6 hereof,
the Company had sold substantially all of its oil and gas producing assets to an
unrelated  entity.

GENERAL

The  principal  properties  of  the  oil  and  gas  segment  consisted of proved
developed  oil  and  gas  properties;  equipment  and  wells  related  to proved
properties;  proved  undeveloped  oil  and  gas  properties;  maps, geologic and
geophysical  records related thereto; and real estate. The Company's interest in
oil  and  gas  properties  are  principally  in  the form of direct and indirect
working  interests  in  leases,  located  in  Los Angeles County, California and
Carbon  County,  Wyoming.  The Company does not sell the natural gas produced in
their  California  fields,  but  instead uses the gas to produce electricity for
electric  pumping units or to operate natural gas powered pumping units and tank
heaters.  Concurrent  to  the  1998 sale of the properties, the Company retained
certain working interests in several of the properties. However, the Company had
fully  impaired  the  carrying values of these interests to reflect its December
31,  1998  reserve  report,  which  valued  the  remaining  reserves  at  $0.

The  company's  production  is  concentrated  in  two  areas.

Santa  Clarita  Area:  As  a result of the 1998 sale, the company retained a 53%
working  interest in the Castaic Hills Unit, a 100% working interest in a nearby
oil  well  and  an 83.3% working interest in 2 producing oil wells in the nearby
Hasley  Canyon  field.  Current net production from the 11 active wells on these
leases  is  approximately  40  barrels  per  day  (bopd).

                                        5
<PAGE>
ITEM  2  -  PROPERTIES  (Continued)
            ----------

GENERAL  (Continued)

Smith Ranch Area: As a result of the September 1999 purchase, the company owns a
25% working interest in this gas field located in Carbon County, Wyoming.  There
are 2 active producers in the field with current net production of approximately
110  mcf per day (mcfd).  The company participated in the drilling of a gas well
in  the  3rd  quarter  of 1999 and completed that well in the Lewis sandstone in
November  of  1999.  Due to completion problems, the well is currently producing
at  uneconomic rates.  The operator has plans to recomplete this well in the 2nd
quarter  of  2000.  The  company  also  plans  to  fulfill  its  obligation  to
participate  in the drilling of the second well in the 2nd quarter of 2000.  The
company  has  also  identified  potential for development of coalbed methane gas
production  in  this  field  and  is currently completing a study of the reserve
potential  and  discussing  financing  of  a  pilot  project with third parties.

OIL  AND  GAS  RESERVES  AND  PRODUCTION  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 remaining book value of these
interests  is  $0.  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, 1999 and 1998 have
been 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,
1999  have  been  prepared  by  McCartney  Engineering, an independent petroleum
engineering  firm  in  Denver,  Colorado.

Reserve  estimates  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.

Oil  and  Gas  Reserves  Information
------------------------------------

Information  regarding  the  Company's  estimated  net  oil  and  gas  reserves,
additions and revisions to estimated net reserves, estimated future cash inflows
and  related  costs  and  discounted  future  net cash flows for the years ended
December  31,  1999  and  1998,  are  contained  in  Note  14  to  the Company's
consolidated  financial  statements  in  Item  7  hereof.  The Company's reserve
report, from which the foregoing estimates were derived, is based upon prices in
effect  at  December  31,  1999.

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  revenues, calculated at current prices (i.e., the
ceiling).  Since  March 1986, the Company has established impairment reserves of
$10,963,000  against  its  oil  and  gas  properties.  The  entire  reserve  of
$10,963,000 was charged off in 1998 due to the sale of minerals in place and the
impairment  of  remaining  interests  due  to depressed oil prices and recurring
losses from operations. Current accounting standards do not allow the Company to
reinstate  value  for  subsequent  increases  in  the  ceiling.

                                        6
<PAGE>
ITEM  2  -  PROPERTIES  (Continued)
            ----------

PRODUCTION

Net  Annual  Production
-----------------------

The following table sets forth the Company's net production of oil interests 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.
<TABLE>
<CAPTION>


                                  1999  1998
                                  ----  ----
<S>                               <C>   <C>
Net annual production Gas (Mmcf)    11     0
Net annual production Oil (MBbl)    19    47
</TABLE>


Sales  Prices  and  Production  Costs
-------------------------------------

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,:
<TABLE>
<CAPTION>


                                                1999    1998
                                               ------  ------
<S>                                            <C>     <C>
Average sales price of gas per Mcf. . . . . .  $ 1.90  $    0
Average sales price of oil per barrel . . . .  $11.40  $ 8.44
Average production cost per barrel equivalent  $11.25  $12.89
</TABLE>


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.  The Company sold substantially all of its proven acreage
in  1998.  Information on the retained properties and the Wyoming acquisition is
located  below.  See  Note 1 to the consolidated financial statements located in
Item  7  herein  for  additional  details.
<TABLE>
<CAPTION>


<S>                          <C>    <C>
                             Gross  Net
                             -----  -----
Producing wells . . . . . .     13    7.4
Developed acreage (acres) .    860    346
Undeveloped acreage (acres)  7,150  1,300
</TABLE>


Drilling  Activity
------------------

The  Company entered into a joint venture during 1996 with Petrominerals 96-1, a
newly  formed,  limited  partnership,  to drill a well on a designated site in a
proven  area. Under the terms of the agreement, the Company had a 1% interest as
general  partner  and  6  other  entities,  including  2 directors and a company
controlled  by a director, owned the remaining 99% interest. The partnership was
formed  to enter into a joint venture agreement with the Company to drill a well
on  the  Company's  Mabel  Strawn  lease. The Company received $280,000 from the
partnership  under  a  turnkey  drilling  contract.  Proceeds  from  the working
interest  were  paid  90%  to  Petrominerals  96-1  and 10% to the Company until
payout,  and  thereafter  30%  to  Petrominerals 96-1 and 70% to the Company The
Company  completed  the  well  on January 20, 1997, and began production shortly
thereafter.  In  April  1998,  the  Company  bought  out  all  limited partners'
interests  and  sold  the  Petrominerals 96-1 partnership assets to an unrelated
third  party. See Notes 4 and 7 to the consolidated financial statements in Item
7  for  details.


                                        7
<PAGE>
ITEM  2  -  PROPERTIES  (Continued)
            ----------

Drilling  Activity  (Continued)
------------------

The  Company  entered  into a purchase and joint venture participation agreement
with  Thorofare  Resources,  Inc.  a Wyoming corporation during 1999. Under this
contract,  HAT, LLC, a Nevada Limited Liability Company, Nevadacor Energy, Inc.,
a  Nevada  corporation, and Petrominerals will purchase a fifty percent interest
in  sixteen  wells  together with the accompanying lease acreage (Petrominerals'
Group).  In  addition,  all parties would be committed to drill two new wells on
the  acreage,  which expand the prospect area. Thorofare would be carried by the
Petrominerals Group for   of its participation (25% to 50%) in the two new wells
until  drilling  completion or abandonment money had been recovered. (See Note 7
to  the  consolidated financial statements in Item 7 for detail). As of December
31, 1999, the Company has completed the first well of its two well commitment in
Carbon  County,  Wyoming.  The  second well is expected to be drilled in the 2nd
quarter  of  2000.


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  predecessor  of  the Company,
disposed  of  drilling  mud and water at the OII disposal site, at various times
from 1975 to 1977. The Company, along with several other similar PRP's, contends
that  drilling  mud and wastewater do not constitute hazardous substances within
the  meaning  of  CERCLA. Although the ultimate impact of the resolution of this
contingency  is  unknown,  management  now  believes that this matter could have
potentially  an  adverse  affect  on  the  financial  position  of  the Company.

On  September  1, 1995, the Company's subsidiary, Hydro-Test International, Inc.
(Hydro-Test),  filed a petition under Chapter 11 of the United States Bankruptcy
Code.  This  case  was  filed  as  a  Chapter 11 case to protect the assets from
seizure  and  pay  creditor claims a greater amount than could be obtained in an
immediate  Chapter 7 liquidation case.  The case was presented before the United
States  Bankruptcy  Courts for the Southern District of Texas, Houston Division.
Under  the  plan,  creditors  had  the option of receiving a 25% cash payment of
allowed  claims  within  90  days of the effective date or 50% of allowed claims
over  a  period  of  60  months,  with the exception of unsecured creditors with
claims  in  excess  of $5,001. Creditors with claims in excess of $5,001 were to
receive  payments  over 84 months. The parent Company also agreed to pay $50,000
in  cash  for  equipment  repair  and  convert $500,000 of its unsecured debt to
equity  at  the rate of $100,000 per year for five years and defer participation
in  cash  distribution  for  24  months.  The  new value of the parent company's
contribution  was  computed  at  $300,000.

On  May  16,  1996, the plan of reorganization was accepted by the creditors and
confirmed  by  the  United States Bankruptcy Courts for the Southern District of
Texas,  Houston  Division.  On  August  14,  1996, a final hearing took place to
approve  the  payment  of  professional  fees  and order final payment. As such,
Hydro-Test  was  no  longer  in  bankruptcy.

All  of  the creditors that had the option elected to receive 50% of their claim
over 60 months rather than 25% over 90 days. The Company has not yet paid any of
these  claims,  except  for  Federal  payroll  tax  liabilities in the amount of
approximately  $68,000.

On  June  8,  1999,  Hydro-Test  filed a voluntary petition for Bankruptcy under
Chapter  7  of  the  U.S.  Bankruptcy Code with the U.S. Bankruptcy Court in the
Southern  District  of Texas. The creditor's meeting was held in July 1999. None
of  Hydro-Test's  creditors  attended  the  meeting.  In its Chapter 7 petition,
Hydro-Test  indicated that it estimates funds will be available for distribution
to  unsecured  creditors.


                                        8
<PAGE>
ITEM  3  -  LEGAL  PROCEEDINGS  (Continued)
            ------------------

In late September 1999, the remaining assets of Hydro-Test, whose carrying value
was  approximately  $121,000, were sold by the bankruptcy trustee for a total of
approximately  $5,000  in  cash.  As  of  December  31,  1999,  the  bankruptcy
proceedings  remain  open.  As  a result, the remaining prepetition liability of
$448,000  has  been  kept  on the Company's financial statements at December 31,
1999,  until  the  bankruptcy  proceedings  complete.

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, the site 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. Based on a preliminary analysis of the EPA records,
it  appears that the Company's disposal activities as the site were conducted in
compliance  with  applicable  EPA  regulations.

The  Company's  financial  exposure,  if any, cannot be determined at this time.


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

During the fourth quarter of 1999, no matter was submitted to a vote of security
holders  through  the  solicitation  of  proxies  or  otherwise.


                                        9
<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 Small Cap System under the
nasdaq  symbol  PTRO.  The  following table sets forth the range of high and low
sales  prices on the nasdaq Small Cap System for the Company's common stock, for
the  fiscal  years  ended  December  31,  by  fiscal  quarters  as  indicated:
<TABLE>
<CAPTION>


                      High    Low
                     ------  ------
<S>                  <C>     <C>
1998
     First quarter.  $4 3/4  $3 1/4
     Second quarter   4 1/4   2 3/4
     Third quarter.   3 1/2   2 1/4
     Fourth quarter   3 1/8   2 1/4

1999
     First quarter.  $2 3/4  $2 1/4
     Second quarter   2 1/2   2 1/8
     Third quarter.       3   2 3/8
     Fourth quarter       3   2 1/8
</TABLE>


These stock prices have been retroactively adjusted to reflect the one for eight
reverse  stock  split  that  occurred  on  January 9, 1998 (see Item 7, Note 7 -
Common  Stock).

The  Company  has 842 shareholders of record of its common stock as of March 24,
2000.

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, 1999. The Notes to Consolidated Financial Statements
as of December 31, 1999, included elsewhere herein, contain detailed information
that  should  be  referred  to  in  conjunction  with  this  discussion.

BUSINESS  REVIEW

General
-------

The  current  President  and CEO of the Company was appointed to his position on
December  30,  1998.  His  predecessor  had  served  his  third  full term since
returning  during  1995. During 1998 and up to his resignation, he continued his
original  goals  of cutting corporate overhead, disposing of unproductive assets
and  performing  previously deferred remedial work. He began considering various
merger  and acquisition scenarios that would assure future profitable growth and
maximize  shareholder value.  The current president will continue his efforts to
locate  suitable acquisition and merger opportunities for the Company.  With the
addition  of the officer dedicated to business development, the company has also
reviewed  multiple 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.


                                       10
<PAGE>
ITEM  6  - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           ---------------------------------------------------------------------
              OF  OPERATIONS  (Continued)
              --------------

BUSINESS  REVIEW  (Continued)

General  (Continued)
-------

The  Company  has  two  primary  assets.  First,  as a result of the sale to the
unrelated  of  all  its oil and gas producing assets, an agreement was signed on
February  4,  1998  that  provided  an additional reserved 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 cashflows as a reduction of Notes receivable.  This
sale  of  substantially  all  the Company's oil and gas properties was effective
April  1,  1998.

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.  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, all parties
would  be  committed  to  drill  two new wells on the acreage, which expands the
prospect  area.

Oilfield  Services  Segment
---------------------------

The  Company's  wholly  owned  subsidiary,  Hydro-Test  International,  Inc.
(Hydro-Test),  emerged  from  Chapter 11 bankruptcy on May 16, 1996, after their
plan  was  confirmed by the courts and accepted by the creditors. Management has
continued  to  sell  off  its  remaining  assets  and  continued  to operate the
remaining  facility  near  Houston, Texas, on a limited basis up until July 1998
when  operations  ceased.  Hydro-Test  filed  a voluntary petition for Chapter 7
bankruptcy  on  June  8,  1999.  In late September 1999, the remaining assets of
Hydro-Test were liquidated by the bankruptcy trustee for approximately $5,000 in
cash.  As  of  March  24,  2000, the petition remains incomplete. (see Item -3 -
Legal  Proceedings)

Change  in  Officers
--------------------

On September 22, 1999, the Company announced that Daniel H. Silverman had joined
the  company  as  Executive  Vice  President  of  Business Development and Chief
Operating  Officer.  He  is  responsible  for  managing  all  of  Petrominerals'
acquisition,  corporate  finance  and  operating  activities.

1999  COMPARED  WITH  1998

The  Company  had  negative cash flows from operations of approximately $429,000
for the year ended December 31, 1999, as compared with a negative cash flow from
operations  of  $616,000  in  the  prior  year.  The  decrease in cash flow from
operating  activities  was primarily the result of the net operating loss due to
administrative  expenses  associated  with  professional  fees  incurred  during
merger/sale  negotiations  as  well  as  during  Chapter 7 bankruptcy filing and
liquidation  of  Hydro-Test  International,  Inc.

The  Company had net loss of approximately $(513,000), compared to net income of
$595,000 in the prior year. Current year net loss was primarily due to loss from
continuing operations of approximately $(397,000) and the loss on disposition of
properties  (discontinued operations) of approximately $(116,000). The loss from
continuing  operations  is  from  the  Company's  oil  and  gas  operations.

The  Company  has  discontinued  Hydro-Test's  operation since July 1998 and has
discontinued  a  portion  of its oil and gas operations after the disposition of
oil  and  gas  producing  assets  to  an unrelated party in April 1998. As such,
revenues  and expenses from discontinued operations in 1999 will be inconsistent
with  the  1998  amounts.


                                       11
<PAGE>
ITEM  6  - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           ---------------------------------------------------------------------
              OF  OPERATIONS  (Continued)
              --------------

BUSINESS  REVIEW  (Continued)

Oilfield  Services  Segment  (Continued)
---------------------------

1999  COMPARED  WITH  1998  (Continued)

The  Company's  other income decreased by approximately $28,000 during 1999, due
primarily  to  the  decrease  in  cash  and  cash equivalents as a result of net
operating loss and purchase of oil and gas properties in Wyoming (see Note 7 for
detail).  Other  income in 1999 in the amount of $117,000 was primarily interest
income  derived  from  cash  and  cash  equivalents  deposited  with  financial
institutions.  This  trend is expected to continue in 2000 until the majority of
cash  is  used  for the purchase of new businesses or producing assets, or other
purposes.

General  and  administrative  expenses  decreased  by  approximately 10%, due to
management's  cost  reduction  effort.

1998  COMPARED  WITH  1997

The  Company  had  negative cash flows from operations of approximately $631,000
for the year ended December 31, 1998, as compared with a negative cash flow from
operations  of  $133,000  in  the  prior  year.  The  decrease in cash flow from
operating  activities  was primarily the result of the net operating loss due to
the drop in oil prices, as well as increased general and administrative expenses
associated  with  professional  fees  incurred  during merger/sale negotiations.

The  Company had net income of approximately $595,000, compared to net income of
$0  in  the prior year. Current year net income was primarily due to the gain on
disposition  of properties (discontinued operations) of approximately $1,482,000
and  loss  from  continuing  operations of approximately $887,000. The loss from
continuing  operations is the net effect of continued net losses from Hydro-Test
of  approximately  $67,000  and  net  loss  of  approximately  $820,000 from the
Company's  oil  and  gas  operations,  including  the $242,000 impairment losses
recorded  in  1998.

The  Company  has  discontinued  Hydro-Test's  operation since July 1998 and has
discontinued  its  oil  and  gas operations after the disposition of oil and gas
producing  assets  to  an  unrelated  party in April 1998. As such, revenues and
expenses from discontinued operations in 1999 will be inconsistent with the 1998
amounts.

The  Company's  other income decreased by approximately $87,000 during 1998, due
primarily  to  the prior year's one-time payments for options to purchase assets
of  the  Company.  Other  income in 1998 in the amount of $145,000 was primarily
interest  income derived from cash and cash equivalents deposited with financial
institutions.  This  trend is expected to continue in 1999 until the majority of
cash  is  used  for the purchase of new businesses or producing assets, or other
purposes.

General  and  administrative  expenses  increased  by  approximately 10%, due to
additional  professional fees incurred during negotiations to sell the Company's
assets.

                                       12
<PAGE>
ITEM  7  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
            -----------------------------------------------
<TABLE>
<CAPTION>


                                                           Page(s)
                                                           -------
<S>                                                        <C>
Report of Brown Armstrong Randall Reyes Paulden &McCown,
  Independent Auditor's Report. . . . . . . . . . . . . .       14

Consolidated Balance Sheets at December 31, 1999 and 1998    15-16

Consolidated Statements of Operations for the Years Ended
  December 31, 1999 and 1998. . . . . . . . . . . . . . .       17

Consolidated Statements of Shareholders' Equity for the
  Years Ended December 31, 1999 and 1998. . . . . . . . .       18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999 and 1998. . . . . . . . . . . . . . .       19

Notes to Consolidated Financial Statements. . . . . . . .    20-32
</TABLE>


                                       13
<PAGE>

                        REPORT OF BROWN ARMSTRONG RANDALL
                             REYES PAULDEN & MCCOWN
                          INDEPENDENT AUDITOR'S REPORT



Board  of  Directors  and  Shareholders
Petrominerals  Corporation


We  have  audited  the accompanying consolidated balance sheets of Petrominerals
Corporation  (a Delaware corporation) and Subsidiary as of December 31, 1999 and
1998,  and  the  related  consolidated  statements  of operations, shareholders'
equity, and cash flows for the two years then ended and the related December 31,
1999  and  1998  financial  statement  schedules  as listed in the index at Item
13(a).  These  financial  statements and schedules 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 generally accepted auditing standards.
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 and
consolidated  subsidiary  as  of  December 31, 1999 and 1998, and the results of
their  operations  and  their cash flows for the years then ended, in conformity
with  generally  accepted  accounting  principles.

As  disclosed  in  Note  5 to the financial statements, on February 4, 1998, the
Company  entered  into  an agreement and sold a major segment of its operations.
The  segment  represents a significant portion of the Company's total assets and
operations.

     BROWN  ARMSTRONG  RANDALL
     REYES  PAULDEN  &  McCOWN
     ACCOUNTANCY  CORPORATION





Bakersfield,  California
March  21,  2000


                                       14
<PAGE>
                            PETROMINERALS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                (Dollars in thousands, except par value amounts)





                                     ASSETS

<TABLE>
<CAPTION>


                                                                 1999    1998
                                                                ------  ------
<S>                                                             <C>     <C>
Current Assets
  Cash and cash equivalents. . . . . . . . . . . . . . . . . .  $2,128  $2,928
  Accounts receivable. . . . . . . . . . . . . . . . . . . . .      54       8
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . .      31      52
                                                                ------  ------

     Total Current Assets. . . . . . . . . . . . . . . . . . .   2,213   2,988

Restricted Cash. . . . . . . . . . . . . . . . . . . . . . . .      25      25
Property and Equipment, net (including oil and gas properties
accounted for on the successful efforts method). . . . . . . .     355     129

Notes Receivable and Other Assets. . . . . . . . . . . . . . .     437     417
                                                                ------  ------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  $3,030  $3,559
                                                                ======  ======
</TABLE>


   The accompanying notes are an integral part of these financial statemeennts.
                                       15
<PAGE>
                           PETROMINERALS  CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                (Dollars in thousands, except par value amounts)





                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                              1999    1998
                                                             ------  ------
<S>                                                          <C>     <C>
Current Liabilities
  Accounts payable. . . . . . . . . . . . . . . . . . . . .  $  157  $  133
  Accrued liabilities . . . . . . . . . . . . . . . . . . .       4      44
  Royalties payable . . . . . . . . . . . . . . . . . . . .      11      11
                                                             ------  ------

     Total Current Liabilities. . . . . . . . . . . . . . .     172     188

Prepetition Liabilities . . . . . . . . . . . . . . . . . .     448     448
                                                             ------  ------

     Total Liabilities. . . . . . . . . . . . . . . . . . .     620     636
                                                             ------  ------

Shareholders' Equity
  Preferred stock:
    $.10 par value, 5,000,000 shares authorized; no shares
      no shares issued and outstanding. . . . . . . . . . .       -       -
  Common stock:
    $.80 par value, 25,000,000 shares authorized; 1,059,404
      and 1,059,417 shares issued and outstanding at
     December 31, 1999 and 1998, respectively . . . . . . .     848     848
Capital in Excess of Par Value. . . . . . . . . . . . . . .     563     563
Retained Earnings . . . . . . . . . . . . . . . . . . . . .     999   1,512
                                                             ------  ------

     Total Shareholders' Equity . . . . . . . . . . . . . .   2,410   2,923
                                                             ------  ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . . . . .  $3,030  $3,559
                                                             ======  ======
</TABLE>


   The accompanying notes are an integral part of these financial statemeennts.

                                       16
<PAGE>
                           PETROMINERALS  CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                (Dollars in thousands, except per share amounts)




<TABLE>
<CAPTION>


                                                          1999     1998
                                                         -------  -------
<S>                                                      <C>      <C>
Revenues
  Oilfield services . . . . . . . . . . . . . . . . . .  $    -   $   68
  Oil and gas . . . . . . . . . . . . . . . . . . . . .     236      255
  Other income. . . . . . . . . . . . . . . . . . . . .     117      145
                                                         -------  -------

    Total Revenues. . . . . . . . . . . . . . . . . . .     353      468
                                                         -------  -------

Costs and Expenses
  Oilfield services . . . . . . . . . . . . . . . . . .      15      128
  Oil and gas . . . . . . . . . . . . . . . . . . . . .     215      402
  Depreciation, depletion and amortization. . . . . . .       9       32
  General and administrative. . . . . . . . . . . . . .     473      522
  Interest. . . . . . . . . . . . . . . . . . . . . . .       1        4
  Impairment loss . . . . . . . . . . . . . . . . . . .       -      242
  Other expense . . . . . . . . . . . . . . . . . . . .      37       25
                                                         -------  -------

    Total Costs and Expenses. . . . . . . . . . . . . .     750    1,355
                                                         -------  -------

Loss from continuing operations before income taxes . .    (397)    (887)

Discontinued operations, net of income taxes
  Income (loss) on disposition net of income tax of $0
    for 1999 and 1998 . . . . . . . . . . . . . . . . .    (116)   1,482
                                                         -------  -------

Net Income (Loss) . . . . . . . . . . . . . . . . . . .  $ (513)  $  595
                                                         =======  =======

Per Share Amounts
  From continuing operations. . . . . . . . . . . . . .  $(0.37)  $(0.84)
  From discontinued operations. . . . . . . . . . . . .   (0.11)    1.40
                                                         -------  -------

Net income (loss) per share . . . . . . . . . . . . . .  $(0.48)  $  .56
                                                         =======  =======


Weighted average common shares outstanding. . . . . . .   1,059    1,059
                                                         =======  =======
</TABLE>


(Per share amounts have been adjusted retroactively for the effects of a one for
eight  reverse  stock  split  on  January  9,  1998).

   The accompanying notes are an integral part of these financial statemeennts.

                                       17
<PAGE>
                            PETROMINERALS CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 (Dollars in thousands, except number of shares)




<TABLE>
<CAPTION>

                                    Number of          Capital in
                                    Common             Excess of    Retained
                                    Shares    Amount   Par Value    Earnings    Total
                                  ----------  -------  ----------  ----------  -------
<S>                               <C>         <C>      <C>         <C>         <C>
Balance, December 31, 1995 . . .  1,057,542   $   847  $      558  $     541   $1,946

Issuance of shares for Directors
  Compensation . . . . . . . . .      1,875         1           5          -        6
Net income . . . . . . . . . . .          -         -           -        376      376
                                  ----------  -------  ----------  ----------  -------

Balance, December 31, 1996 . . .  1,059,417       848         563        917    2,328

Net income . . . . . . . . . . .          -         -           -        (15)     (15)
                                  ----------  -------  ----------  ----------  -------

Balance, December 31, 1997 . . .  1,059,417       848         563        902    2,313

Prior period adjustment. . . . .          -         -           -         15       15
                                  ----------  -------  ----------  ----------  -------

Balance, December 31, 1997
As restated. . . . . . . . . . .  1,059,417       848         563        917    2,328

Net income . . . . . . . . . . .          -         -           -        595      595
                                  ----------  -------  ----------  ----------  -------

Balance, December 31, 1998 . . .  1,059,417       848         563      1,512    2,923

Fractional adjustments . . . . .        (13)        -           -          -        -

Net income . . . . . . . . . . .          -         -           -       (513)    (513)
                                  ----------  -------  ----------  ----------  -------

Balance, December 31, 1999 . . .  1,059,404   $   848  $      563  $     999   $2,410
                                  ==========  =======  ==========  ==========  =======
</TABLE>


(Per share amounts have been adjusted retroactively for the effects of a one for
eight  reverse  stock  split  on  January  9,  1998).

   The accompanying notes are an integral part of these financial statemeennts.

                                       18
<PAGE>
                            PETROMINERALS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                             (Dollars in thousands)




<TABLE>
<CAPTION>


                                                           1999      1998
                                                          -------  --------
<S>                                                       <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss). . . . . . . . . . . . . . . . . . .  $ (513)  $   595
  Adjustment to reconcile net income (loss) to net cash
    used by operating activities:
      Depreciation, depletion and amortization . . . . .       9        32
      Impairment loss. . . . . . . . . . . . . . . . . .       -       242
      Accounts receivable. . . . . . . . . . . . . . . .     (46)   (1,482)
      Loss on disposal of fixed assets . . . . . . . . .     116       107
      Other current assets . . . . . . . . . . . . . . .      21       (23)
      Inventories. . . . . . . . . . . . . . . . . . . .       -        50
      Restricted cash. . . . . . . . . . . . . . . . . .       -        15
      Accounts payable and accrued liabilities . . . . .     (16)      (66)
      Royalties payable. . . . . . . . . . . . . . . . .       -       (18)
      Prepetition liabilities. . . . . . . . . . . . . .       -       (68)
                                                          -------  --------

Net Cash Used by Operating Activities. . . . . . . . . .    (429)     (616)
                                                          -------  --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment . . . . . . . . . .    (356)     (190)
  Purchase of partnership interest . . . . . . . . . . .       -      (215)
  Proceeds from sale of assets . . . . . . . . . . . . .       5     3,685
  Notes receivable . . . . . . . . . . . . . . . . . . .     (20)       40
                                                          -------  --------

Net Cash Provided (Used) by Investing Activities . . . .    (371)    3,320
                                                          -------  --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments of bank debt. . . . . . . . . . . . . . . . .       -       (11)
                                                          -------  --------

Net increase (decrease) in cash and cash equivalents . .    (800)    2,693

Cash and cash equivalents at beginning of year . . . . .   2,928       235
                                                          -------  --------

Cash and cash equivalents at end of year . . . . . . . .  $2,128   $ 2,928
                                                          =======  ========



SUPPLEMENTAL DISCLOSURES ON CASH FLOW INFORMATION:

   Cash paid during the period for interest. . . . . . .  $    1   $     4
                                                          =======  ========
</TABLE>


   The accompanying notes are an integral part of these financial statemeennts.

                                       19
<PAGE>

                            PETROMINERALS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



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  and  hydro-static  well  testing  oilfield  services.

Basis  of  Presentation  and  Going  Concern
--------------------------------------------

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiary, Hydro-Test International, Inc. (Hydro-Test). All
material  intercompany  accounts  and  transactions  have  been  eliminated.

GOING  CONCERN

The  consolidated  financial  statements are presented on a going concern basis.
This basis of accounting contemplates the realization of assets and satisfaction
of liabilities in the normal course of business operations. The Company incurred
net  losses  from  continuing  operations of $397,000 and $887,000 for the years
ended  December  31,  1999  and  1998,  respectively.

On  February 2, 1998, the Company entered into an agreement with American Energy
Operations,  Inc.  (AEO) and sold substantially all of its oil and gas operating
assets  to  AEO  effective  April  1,  1998. Remaining oil and gas assets, which
included  primarily  indirect  working  interests  in  a  few  of  the  disposed
properties,  have been impaired and were considered to have no economic value at
December 31, 1998. However, due to the increase in the price of crude oil during
1999,  these  properties  were  estimated to have discounted net cash in flow of
approximately  $669,000 at December 31, 1999 as a result of the Company's latest
engineering  reserve  report.

In  1999,  the  Company  purchased  a working interest in certain gas properties
located  in  Carbon  County,  Wyoming.  As  of  December  31,  1999, one well is
considered  to  have  proved reserves with future discounted net cash in flow of
approximately  $67,000 based on the Company's latest engineering reserve report.
Furthermore,  2 wells are currently producing at uneconomic rates.  The operator
has plans to work on both wells during the 2nd quarter of 2000 to return them to
economic  producing  rates.

With  respect  to  the  Company's  subsidiary,  Hydro-Test  International, Inc.,
industry  conditions  caused  a  significant  downturn  in  the oilfield service
business  in  the first quarter of 1995. Because of this downturn, combined with
Hydro-Test's  inability to refinance its debt and obtain a working capital line,
the  Company  adopted  a formal plan to liquidate this subsidiary. This plan was
abandoned,  and  on  September 1, 1995, Hydro-Test International, Inc. commenced
its voluntary reorganization case with the filing of a petition under Chapter 11
of  the  United  States  Bankruptcy  Code.  On  May  16,  1996,  the  plan  of
reorganization  was accepted by the creditors and confirmed by the United States
Bankruptcy  Courts  for  the  Southern  District  of Texas, Houston Division. On
August  14,  1996,  a  final  hearing  took  place  to  approve  the  payment of
professional  fees  and  order  final  payment.  In July 1998, Hydro-Test ceased
commercial  operations  and  employed  one  person  at  its  office  in  Texas.

On  June  8, 1999, Hydro-Test International, Inc. filed a voluntary petition for
Bankruptcy  under Chapter 7 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court  in  the  Southern  District of Texas.  The creditor's meeting was held in
July 1999.  None of Hydro-Test's creditors attended the meeting.  In its Chapter
7 petition, Hydro-Test indicated that it estimated that funds would be available
for  distribution  to  unsecured  creditors.

                                       20
<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

Basis  of  Presentation  and  Going  Concern  (Continued)
--------------------------------------------

GOING  CONCERN  (Continued)

In late September 1999, the remaining assets of Hydro-Test, whose carrying value
was  approximately  $121,000,  were  sold  by  the  bankruptcy  trustee  for
approximately  $5,000  in  cash.  As  of  December  31,  1999,  the  bankruptcy
proceedings  remain  open.  As  a result, the remaining prepetition liability of
$448,000  has  been  kept  on the Company's financial statements at December 31,
1999,  until  the  bankruptcy  proceedings  complete.

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

The  preparation  of  financial statements in conformity with generally accepted
accounting principles 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
$25,000 at December 31, 1999 and 1998 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  net  profits  interests.

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

The Company determines the cost of inventories on the first-in, first-out (FIFO)
method.  Inventories  of  crude  oil  held  under sales contracts are carried at
market  value.

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

The  carrying  value  of  oilfield  service operations property and equipment is
stated  at  net  estimated  realizable  value.

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, 1998 and 1999.

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.

                                       21
<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  undiscounted  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, 1999, no oil and gas properties were
considered  to  be  impaired.

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.
It  is  impractical  to  estimate  the  fair  value  of  the  production payment
receivable  included in other assets because there is no stated interest rate or
maturity,  and because the realization of the receivable is subject to price and
market  factors  uncontrollable  by  the  Company.

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.

Per  Share  Computations
------------------------

Per  share  computations  contained  in the financial statements included herein
reflect  the  retroactive  effect  of  a one for eight reverse stock split which
occurred  on  January  9,  1998.

Reclassifications
-----------------

Certain  prior year amounts have been reclassified to conform to classifications
followed  for  1999.  These  reclassifications  had  no effect upon reported net
income.

New  Accounting  Pronouncements
-------------------------------

In  June  1998,  the FASB issued Statement of Financial Accounting Standards No.
133  (SFAS  133),  Accounting for Derivative Instruments and Hedging Activities.
This  statement  establishes  accounting  and reporting standards for derivative
instruments and requires recognition of all derivatives as assets or liabilities
in  the  statement of financial position and measurement of those instruments at
fair value. The statement is effective for fiscal years beginning after June 15,
2000 (see SFAS 137 below for detail). Management is evaluating SFAS 123 and does
not  believe  that  adoption of the statement will have a material impact on the
Company's  financial  statements.


                                       22
<PAGE>
NOTE  1  -  BUSINESS  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
            --------------------------------------------------------

New  Accounting  Pronouncements  (Continued)
-------------------------------

Effective  January  1999, FASB issued Statement of Financial Accounting Standard
No. 134 (SFAS 134), Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage loans Held for Sale by a Mortgage Banking Enterprise.
The  Company  typically  does  not  invest  in  mortgage-backed  securities.

In  February  1999,  FASB issued Statement of Financial Accounting Standards No.
135  (SFAS  135), Rescission of FASB Statement No. 75 and Technical Corrections.
This  Statement  is  effective  for financial statements issued for fiscal years
ending after February 15, 1999.  Management is evaluating SFAS 135, and does not
believe  that  adoption  of  the  statement  will impact the Company's financial
statements.

In  June  1999,  FASB  issued Statement of Financial Accounting Standard No. 136
(SFAS  136),  transfers of Assets to a Not-for-Profit Organization or Charitable
Trust  That  Raises  or  Holds  Contributions  for  Others.  This  Statement  is
effective  for  financial  statements  issued for fiscal periods beginning after
December  15, 1999.  Management is evaluating SFAS 136 and does not believe that
adoption of the statement will have a material impact on the Company's financial
statements.

During June 1999, FASB issued Statement of Financial Accounting Standard No. 137
(SFAS  137),  Accounting  for  Derivative  Instruments  and  hedging
Activities-Deferral  of the Effective Date of FASB Statement 133.  The Statement
defers  the  effective  date  of  SFAS  133  to  June  15,  2000.  Management is
evaluating  SFAS  123  and  does not believe that adoption of the statement will
have  a  material  impact  on  the  Company's  financial  statements.


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):
<TABLE>
<CAPTION>


                                                       1999    1998
                                                      ------  ------
<S>                                                   <C>     <C>
At Cost

  Undeveloped properties . . . . . . . . . . . . . .  $ 342   $   -
                                                      ------  ------

Other Property and Equipment
  Furniture, fixtures and equipment. . . . . . . . .    466     451
  Accumulated depreciation related to other property
    and equipment. . . . . . . . . . . . . . . . . .   (453)   (444)
                                                      ------  ------

Net Other Property and Equipment . . . . . . . . . .     13       7
                                                      ------  ------

At Net Realizable Value:
  Oilfield service equipment . . . . . . . . . . . .      -     122
                                                      ------  ------

Property and Equipment, net. . . . . . . . . . . . .  $ 355   $ 129
                                                      ======  ======
</TABLE>


Depreciation,  depletion  and amortization for the years ended December 31, 1999
and  1998  was  $9,000  and  $32,000,  respectively.


                                       23
<PAGE>
NOTE  2  -  PROPERTY  AND  EQUIPMENT  (Continued)
            ------------------------

Financial  Accounting  Standards  Board  Statements No. 121, "Accounting for the
Impairment  of  Long-Lived  Assets  and  for Long-Lived Assets to be Disposed of
(SFAS  121)." This statement requires that long-lived assets be held and used by
an entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Management
believes that the remaining carrying amount of plant assets is recoverable based
on  current cash flows projections. Such projections are predicated on currently
supported  estimates  and  assumptions.  The  cash  flows  that the Company will
ultimately  realize  could  differ  materially  from  the  projected  amounts.

During  1998,  the  Company determined that the decline in estimated oil and gas
reserves  due to the sale of substantially all oil and gas operating assets (see
Note  5),  depressed  oil  prices, and the Company's continuing operating losses
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 $242,000, which is
included  in  the Statement of Operations as impairment loss. The estimated fair
value  of  these  assets  was  determined  based on an independent appraisal. No
impairment  occurred  during 1999 as a result of the Company's latest geological
reserve  report  obtained  from  the  independent  appraisal.


NOTE  3  -  PREPETITION  LIABILITIES
            ------------------------

Liabilities subject to compromise were stated in the December 31, 1995 financial
statements  at the amount of the original claim and not at the amounts for which
the  claims  were  settled.  Certain  claims were settled outside of bankruptcy,
however,  most  of  the  claims  were settled at 50% of the original prepetition
liability.  The  Company  has  not  accrued interest on the claims since seeking
Chapter  11  protection  on  September  1,  1995.

On  June  8, 1999, Hydro-Test International, Inc. filed a voluntary petition for
Bankruptcy  under Chapter 7 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court  in  the Southern District of Texas. In its Chapter 7 petition, Hydro-Test
indicated  that  it  estimates  funds  will  be  available  for  distribution to
unsecured  creditors.

In late September 1999, the remaining assets of Hydro-Test, whose carrying value
was  approximately  $121,000, were sold by the bankruptcy trustee for a total of
approximately  $5,000  in  cash.  As  of  December  31,  1999,  the  bankruptcy
proceedings  remain  open.  As  a result, the remaining prepetition liability of
$448,000  has  been  kept  on the Company's financial statements at December 31,
1999  until  the  bankruptcy  proceedings  complete.


NOTE  4  -  DISPOSITION/ACQUISITION  OF  ASSETS
            -----------------------------------

Sale  of  Oil  and  Gas  Operating  Assets
------------------------------------------

On  February  4,  1998,  the  Company  entered  into  a contract for the sale of
substantially  all of the Company's oil and gas operating assets to an unrelated
entity.  These  operating  assets  include  the Company's 140 acre real property
holding  in  Hasley  Canyon,  together  with the oil and gas wells and leasehold
interests  and  related  equipment.

The  sale  was  effective  April  1, 1998 and the purchase price was $4,670,000,
which  included  $3,739,000  in  cash and an interest free production payment of
$931,000.  The  production payable is to be paid in installments in any month in
which  certain  postings  for  crude oil exceeds $13.50 per barrel.  The monthly
payment will be equal to one-half of the difference between the posted price and
$13.50,  multiplied  by  the  barrels  produced.


                                       24
<PAGE>
NOTE  4  -  DISPOSITION/ACQUISITION  OF  ASSETS  (Continued)
            -----------------------------------

Sale  of  Oil  and  Gas  Operating  Assets  (Continued)
------------------------------------------

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
$931,000  production  payment given in the exchange.  Management determined that
approximately  40% ($372,000) 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 $559,000 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  $50,000,  reducing the outstanding receivable to
$322,000.

The  Company  retained interest in some of its properties. However, as discussed
in Note 2, the Company's engineering report for December 31, 1998 concluded that
the  value  of  the  reserves  related  to  the  remaining  properties  was  $0.
Accordingly,  an  impairment loss was recorded to report the remaining assets at
$0

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:
<TABLE>
<CAPTION>


<S>                        <C>
Petrominerals Corporation  25%
HAT, LLC. . . . . . . . .  14%
Nevadacor Energy, Inc.. .  11%
</TABLE>



NOTE  5  -  INCOME  TAXES
            -------------

A  reconciliation  of  the provision (benefit) for income taxes to the statutory
Federal income tax rate before extraordinary items is as follows (in thousands):
<TABLE>
<CAPTION>


                                             1999    1998
                                             -----  ------
<S>                                          <C>    <C>
Statutory Federal income tax (benefit). . .  $   -  $ 207
Increase (decrease) in provision resulting
  from losses without tax benefit . . . . .      -   (207)
                                             -----  ------

                                             $   -  $   -
                                             =====  ======
</TABLE>



                                       25
<PAGE>
NOTE  5  -  INCOME  TAXES  (Continued)
            -------------

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,:
<TABLE>
<CAPTION>


                                                            1999      1998
                                                          --------  --------
<S>                                                       <C>       <C>
Deferred Tax Assets:
  Net operating loss carryforwards . . . . . . . . . . .  $ 2,383   $ 2,150
  Valuation reserve for deferred tax assets. . . . . . .   (2,383)   (2,145)
                                                          --------  --------

     Net Deferred Tax Assets . . . . . . . . . . . . . .  $     -   $     5
                                                          ========  ========

Deferred Tax Liabilities:
  Tax over book depreciation, amortization and depletion  $     -   $     5
                                                          ========  --------

    Deferred Tax Liabilities, net of deferred tax assets  $     -   $     -
                                                          ========  ========
</TABLE>


At  December  31,  1999,  the  Company  had  net operating loss carryforwards of
approximately  $7,009,000  for  Federal  income  tax  purposes  that will expire
beginning  in  the  year  2002.  For  financial  reporting purposes, a valuation
allowance  of  $2,383,000  has  been  recorded  to offset the deferred tax asset
related  primarily  to  these  carryforwards.


NOTE  6  -  COMMON  STOCK
            -------------

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.

On  February  8,  1993, the Board of Directors adopted the 1993 Stock Bonus Plan
(the Bonus Plan). The Bonus Plan provides for the award of up to 6,250 shares of
the  Company's  common  stock  to officers and key employees of the Company. The
Bonus  Plan  was approved by the shareholders at the Company's Annual Meeting on
May  23,  1993.  The  Bonus  Plan  expired  on  February  8,  1998.

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.

                                       26
<PAGE>
NOTE  6  -  COMMON  STOCK  (Continued)
            -------------

No  stock  options  were  exercised during the years ended December 31, 1999 and
1998.

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,  1999  and  1998.

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, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>


                               1999            1998
                           -------------  ---------------
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. . . . . .        (1,059)           (0.37)        (1,059)  (0.84)
                           =============                   =============

Income from discontinued
  operations. . . . . . .         (0.11)            1.40
                           -------------  ---------------

Net Income (Loss) . . . .         (0.48)            0.56
                           =============  ===============

Diluted
  Loss from continuing
    operations. . . . . .        (1,059)           (0.37)        (1,059)  (0.84)
                           =============                   =============

Income from discontinued
  operations. . . . . . .         (0.11)            1.40
                           -------------  ---------------

Net Income (Loss) . . . .         (0.48)            0.56
                           =============  ===============
</TABLE>


(All share amounts have been adjusted retroactively for the effects of a one for
eight  reverse  stock  split  on  January  9,  1998).

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

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  were approximately $25,000 and $18,000 for 1999 and
1998,  respectively.

On  December  3,  1996,  the Company became the general partner of Petrominerals
96-1,  a  newly  formed limited partnership. Three directors/former directors of
the  Company  are limited partners in Petrominerals 96-1. The Company bought out
all  outside interests from the limited partners for $214,755 in April 1998. The
partnership  assets  were then sold to American Energy Operations, Inc. pursuant
to  the  sale of the Company's oil and gas holdings effective April 1, 1998 (see
Note  5).


                                       27
<PAGE>
NOTE  7  -  RELATED  PARTIES  AND  RELATED  PARTY  TRANSACTIONS  (CONT.)
            ------------------------------------------------------------
As  mentioned  in  Note 4, 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 who is acting as agent for Kaymor
Energy,  LLC  (Kaymor),  a Limited Liability Company controlled by Petrominerals
Corporation's president, CEO and shareholder. In addition, a key employee of the
Company  has  a  minor  interest  in  HAT,  LLC.

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>
                                    1999
                                ---------
  Revenues . . . . . . . . . .  $     58   $     76   $    128   $     91   $  353
  Costs and expenses . . . . .       137        160        222        231      750
                                ---------  ---------  ---------  ---------  -------
  Income (loss) from
    continuing operations. . .       (79)       (84)       (94)      (140)    (397)
  Discontinued operations,
    net of taxes . . . . . . .         -          -       (116)         -     (116)
                                ---------  ---------  ---------  ---------  -------

  Net income (loss). . . . . .  $    (79)  $    (84)  $   (210)  $   (140)  $ (513)
                                =========  =========  =========  =========  =======

  Net income (loss) per share.     (0.07)     (0.08)     (0.20)     (0.13)   (0.48)
                                =========  =========  =========  =========  =======
</TABLE>


<TABLE>
<CAPTION>

                          First     Second     Third     Fourth

                                 Quarter    Quarter    Quarter    Quarter    Year
                                ---------  ---------  ---------  ---------  -------
<S>                             <C>        <C>        <C>        <C>        <C>
                                    1998
                                ---------
  Revenues . . . . . . . . . .  $    188   $    110   $    102   $     68   $  468
  Costs and expenses . . . . .       346        238        263        508    1,355
                                ---------  ---------  ---------  ---------  -------
  Income (loss) from
    continuing operations. . .      (158)      (128)      (161)      (440)    (887)
  Discontinued operations,
    net of taxes . . . . . . .         -      2,161       (476)      (203)   1,482
                                ---------  ---------  ---------  ---------  -------

  Net income (loss). . . . . .  $   (158)  $  2,033   $   (637)  $   (643)  $  595
                                =========  =========  =========  =========  =======

  Net income (loss) per share.     (0.15)      1.92      (0.60)     (0.61)  $ 0.56
                                =========  =========  =========  =========  =======
</TABLE>


(Per share amounts have been adjusted retroactively for the effects of a one for
eight  reverse  stock  split  on  January  9,  1998).


NOTE  9  -  SEGMENT  INFORMATION
            --------------------

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).

                                       28
<PAGE>
NOTE  9  -  SEGMENT  INFORMATION  (Continued)
            --------------------

The  Company's  operations  are classified into two principal industry segments.
Following  is  a  summary  of  segmented  information  for  1999  and  1998:
<TABLE>
<CAPTION>

                                            Oil
                               Oilfield     Production

                                            Services    and Sales    Total
                                           ----------  -----------  -------
<S>                                        <C>         <C>          <C>
Year Ended December 31, 1999

Revenue from external customers . . . . .  $       -   $      277   $  277
                                           ==========  ===========  =======
Interest revenue. . . . . . . . . . . . .  $       -   $      117   $  117
                                           ==========  ===========  =======
Interest expense. . . . . . . . . . . . .  $       -   $        1   $    1
                                           ==========  ===========  =======
Expenditures for segment assets . . . . .  $       -   $      342   $  342
                                           ==========  ===========  =======
Depreciation, depletion and amortization.  $       -   $        9   $    9
                                           ==========  ===========  =======
Lease impairment. . . . . . . . . . . . .  $       -   $        -   $    -
                                           ==========  ===========  =======

Total Assets (net of intercompany items).  $       7   $    3,023   $3,030
                                           ==========  ===========  =======
Loss from continuing operations . . . . .  $       -   $     (397)  $ (397)
                                           ==========  ===========  =======
Loss from discontinued operations . . . .  $    (116)  $        -   $ (116)
                                           ==========  ===========  =======

Net Loss. . . . . . . . . . . . . . . . .  $    (116)  $     (397)  $ (513)
                                           ==========  ===========  =======
</TABLE>


<TABLE>
<CAPTION>

                                            Oil
                               Oilfield     Production

                                            Services    and Sales    Total
                                           ----------  -----------  -------
<S>                                        <C>         <C>          <C>
Year Ended December 31, 1998

Revenue from external customers . . . . .  $      68   $      400   $  468
                                           ==========  ===========  =======
Interest revenue. . . . . . . . . . . . .  $       -   $      122   $  122
                                           ==========  ===========  =======
Interest expense. . . . . . . . . . . . .  $       1   $        3   $    4
                                           ==========  ===========  =======
Expenditures for segment assets . . . . .  $       -   $      405   $  405
                                           ==========  ===========  =======
Depreciation, depletion and amortization.  $       1   $       31   $   32
                                           ==========  ===========  =======
Lease impairment. . . . . . . . . . . . .  $       -   $      242   $  242
                                           ==========  ===========  =======

Total Assets (net of intercompany items).  $     125   $    3,434   $3,559
                                           ==========  ===========  =======
(Loss) from continuing operations . . . .  $     (67)  $     (820)  $ (887)
                                           ==========  ===========  =======
Income from discontinued operations . . .  $       -   $    1,482   $1,482
                                           ==========  ===========  =======

Net Income (Loss) . . . . . . . . . . . .  $     (67)  $      662   $  595
                                           ==========  ===========  =======
</TABLE>


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


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.


                                       29
<PAGE>
NOTE  10  -  ENVIRONMENTAL  MATTERS  (Continued)
             ----------------------

Monterey  Park,  California  (Continued)
---------------------------

Management  continues  to  gather information related to this matter. Based upon
information  available  to it at this time, management believes that the Company
(through its predecessors, Century Oil Corporation) disposed of drilling mud and
water  at  the  OII  waste disposal site at various times from 1975 to 1977. The
Company contends that any drilling mud and wastewater disposed of by the Company
(or  its  predecessor)  does  not  contribute  to  the  problem at the OII site.
Although  the  ultimate impact of the resolution of this contingency is unknown,
management  believes that this matter will not have a material adverse effect on
the  financial  position  of  the  Company.

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.

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.  Based  upon  a preliminary analysis of the EPA
records,  it  appears  that  the  Company's disposal activities at the site were
conducted  in  compliance  with  applicable  EPA  regulations.

The  Company's disposal activities at the site were conducted in compliance with
applicable  EPA  regulations.

The  Company's  financial  exposure,  if any, cannot be determined at this time.


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.


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 1999 and 1998, 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, 1999 and
1998,  unsecured  cash  and  cash  equivalents  were  $1,900,000 and $2,775,000,
respectively.

                                       30
<PAGE>
NOTE  13  -  BANKRUPTCY  LIQUIDATION
             -----------------------

As  mentioned  in  Note  1,  the  Company's  wholly owned subsidiary, Hydro-Test
International,  Inc.,  filed a voluntary petition for Bankruptcy under Chapter 7
of  the  U.S.  Bankruptcy  Code  with  the U.S. Bankruptcy Court in the Southern
District  of  Texas  on  June  8, 1999.  The creditor's meeting was held in July
1999.  None  of  Hydro-Test's  creditors attended the meeting.  In its Chapter 7
petition,  Hydro-Test  indicated  that  it estimates funds will be available for
distribution  to  unsecured  creditors.   As  of  December 31, 1999 the petition
remains  open.

In late September 1999, the remaining assets of Hydro-Test, whose carrying value
was  approximately  $121,000,  were sold by the bankruptcy trustee for cash. The
assets  were  sold for approximately $5,000 in cash and remaining carrying value
was  expensed  as  of  December  31,  1999.

Because  the  petition  remains  open,  the  remaining  prepetition liability of
$448,000  has  been  kept  on  the  Company's  financial statements. If upon the
settlement  of the liquidation, the remaining prepetition liability has not been
pursued  by  creditors,  the  Company  will  recognize  the  appropriate  gain.


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):
<TABLE>
<CAPTION>


                                                              1999    1998
                                                              -----  ------
<S>                                                           <C>    <C>
Produced oil and gas sales . . . . . . . . . . . . . . . . .  $ 236  $ 255
Less:
  Operating expenses . . . . . . . . . . . . . . . . . . . .    215    402
  Depreciation, depletion and amortization . . . . . . . . .      9     31
                                                              -----  ------

Results of operations from oil and gas producing activities,
  excluding corporate overhead and interest costs. . . . . .  $  12  $(178)
                                                              =====  ======
</TABLE>


No  development  or  property  acquisition  costs were incurred in 1997 or 1998.

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:
<TABLE>
<CAPTION>


                                                    1999    1998
                                                   ------  ------
<S>                                                <C>     <C>
Proved developed and undeveloped reserves: (Mboe)
  Beginning of period . . . . . . . . . . . . . .  $   -   $ 871
  Purchase of minerals in place . . . . . . . . .     14       -
  Revision of previous estimates. . . . . . . . .    155       -
  Production. . . . . . . . . . . . . . . . . . .    (22)    (47)
  Sale of minerals in place . . . . . . . . . . .      -    (824)
                                                   ------  ------

End of period . . . . . . . . . . . . . . . . . .    147       -

Proved developed reserves:
  Beginning of period . . . . . . . . . . . . . .      -     871
  End of period . . . . . . . . . . . . . . . . .    147       -
</TABLE>


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

                                       31
<PAGE>
NOTE  14  - SUPPLEMENTAL OIL AND GAS PROPERTIES AND RELATED RESERVES (UNAUDITED)
            --------------------------------------------------------------------
                  (Continued)

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, 1999 and 1998. 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.

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):
<TABLE>
<CAPTION>


                                                            1999    1998
                                                          --------  -----
<S>                                                       <C>       <C>
Future cash inflows. . . . . . . . . . . . . . . . . . .  $ 3,159   $   -
Future production and development costs. . . . . . . . .   (2,022)      -
                                                          --------  -----

Future net cash flows. . . . . . . . . . . . . . . . . .    1,137       -
10% annual discount for estimated timing of cash flows .      401       -
                                                          --------  -----

Standardized measure of discounted future net cash flows  $   736   $   -
                                                          ========  =====
</TABLE>


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


                                                 1999      1998
                                               --------  --------
<S>                                            <C>       <C>
Sales and transfers of oil and gas produced,
  net of production cost. . . . . . . . . . .  $  (236)  $   131
Net changes in prices and production costs,
  based on beginning of year barrels. . . . .   (2,022)        -
Revisions to previous estimates . . . . . . .    3,224         -
Accretion of discount . . . . . . . . . . . .     (400)        -
Sale of minerals in place . . . . . . . . . .        -    (4,968)
Other . . . . . . . . . . . . . . . . . . . .      170         -
                                               --------  --------

Net Increase (Decrease) . . . . . . . . . . .  $   736   $(4,837)
                                               ========  ========
</TABLE>




                                       32
<PAGE>
ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            --------------------------------------------------------------------
              FINANCIAL  DISCLOSURE
              ---------------------

None.

                                       33
<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:
<TABLE>
<CAPTION>


<S>                                  <C>                       <C>
                                     Year Named to
                               Name  Position with Company     Present Position
-----------------------------------  ------------------------  ----------------
                                     President, Chief
                                     Executive Officer, Chief
                                     Financial Officer and
Morris V. Hodges* . . . . . . . . .  Director                              1998
Everett L. Hodges** . . . . . . . .  Secretary and Treasurer               1998
</TABLE>


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:
<TABLE>
<CAPTION>


<S>               <C>  <C>       <C>
MORRIS V. HODGES   65  Director  1979
----------------
</TABLE>


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.
<TABLE>
<CAPTION>


<S>                <C>  <C>       <C>
EVERETT L. HODGES   67  Director  1979
-----------------
</TABLE>


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.


                                       34
<PAGE>
ITEM  9  -  DIRECTORS,  EXECUTIVE OFFICERS, COMPLIANCE WITH SECTION 16(A) OF THE
            --------------------------------------------------------------------
              SECURITIES  EXCHANGE  ACT  OF  1934  (Continued)
              -----------------------------------

Biographical  Information  (Continued)
-------------------------

<TABLE>
<CAPTION>


<S>                <C>  <C>       <C>
WILLIAM N. HAGLER   67  Director  1998
-----------------
</TABLE>


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., a company he founded in 1979. Mr. Hagler is a
director  of  Consolidated  Oil and Transportation Company. In addition, he 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  audit  committee.
<TABLE>
<CAPTION>


<S>              <C>  <C>       <C>
JOHN C. MCMAHON   53  Director  1999
---------------

</TABLE>


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 retired from Koch in January 1999
after  Koch  Oil's  assets  were  sold  to  E.O.T.T.

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. William Hagler. 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 three
regular  meetings  and  two special meeting.  Attendance at such meetings of the
Board  was  100%.


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,  1999,  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.

                                       35
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION  (Continued)
             -----------------------

SUMMARY  ANNUAL  COMPENSATION  TABLE
<TABLE>
<CAPTION>


                                                          Year  Salary
                                                          ----  -------
<S>                                                       <C>   <C>
Morris V. Hodges, President, Chief Executive Officer and
  Chief Financial Officer. . . . . . . . . . . . . . . .  1999  $42,000
</TABLE>


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
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  exceed  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,  1999,  each  of  the three non-employee
directors  who  held office were paid $350 per month for the first 10 months and
$750  per month for the last two months for a total of $13,150. 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.


ITEM  11  -  SECURITY  OWNERSHIP  OF  BENEFICIAL  OWNERS  AND  MANAGEMENT
             ------------------------------------------------------------

The  following table lists the beneficial ownership, as of February 24, 1999, 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,  Company  records or information supplied by the persons
named  in  the  table.
<TABLE>
<CAPTION>


                                      Amount and Nature of
Name and Address of Beneficial Owner  Beneficial Ownership   Percent of Class
------------------------------------  ---------------------  -----------------
<S>                                   <C>                    <C>
Everett L. Hodges. . . . . . . . . .         88,060     (2)              8.31%
Morris V. Hodges . . . . . . . . . .        100,687     (3)              9.50%
                                      ---------------------  -----------------

                                            188,747     (1)             17.81%
                                      =====================  =================
</TABLE>


(1)     All  directors  and officers, as a group, including persons named above.

                                       36
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT (Continued)
             -------------------------------------------------------

(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  100,687  shares  beneficially  held by Morris V. Hodges include 714
shares  held  of  record  jointly  in the Morris V. Hodges and Kathryn M. Hodges
Trust,  and  1,050  shares  held directly by Morris V. Hodges.  This amount also
includes 10,398 shares held of record by Sunset Pipeline and Terminalling, Inc.,
a company controlled by Mr. Hodges, and 88,525 shares held by the adult children
of  Morris  V.  Hodges and Kathryn M. Hodges for the benefit of the children and
their  grandchildren. 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.

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.

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.


                                       37
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT (Continued)
             -------------------------------------------------------

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.

REPORTABLE  TRANSACTIONS

To  the  knowledge  of  the Company, as of March 21, 1999, 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, 1999 and
1998.


                                       38
<PAGE>
ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
             --------------------------------------------------

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

As  mentioned  in  Note 4, 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 who is acting as agent for Kaymor
Energy,  LLC  (Kaymor),  a Limited Liability Company controlled by Petrominerals
Corporation's president, CEO and shareholder. In addition, a key employee of the
Company  has  a  minor  interest  in  HAT,  LLC.

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.

                                       39
<PAGE>
                                     ------
                                     PART IV
                                     -------


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

<TABLE>
<CAPTION>


                                                                                Page(s)
                                                                                -------
<S>                                                                             <C>
A.  LIST OF DOCUMENTS
------------------------------------------------------------------------------

      1.  Report of Brown Armstrong Randall Reyes Paulden & McCown
             Independent Auditor's Report. . . . . . . . . . . . . . . . . . .       14
           Consolidated Balance Sheets at December 31, 1999 and 1998 . . . . .    15-16
           Consolidated Statements of Operations for the Years Ended
             December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . .       17
           Consolidated Statements of Shareholders' Equity for the Years Ended
             December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . .       18
           Consolidated Statements of Cash Flows for the Years Ended
             December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . .       19
           Notes to Consolidated Financial Statements. . . . . . . . . . . . .    20-32
      2.  Financial Statement Schedules
------------------------------------------------------------------------------

           The financial statement schedules of the Company filed herewith
           are listed below.  Schedules not included have been omitted
           because they are not applicable or the required information as
           shown in the consolidated financial statements and notes thereto.
           Schedules for the Years Ended December 31, 1999 and 1998:

           Schedule II - Valuation, Qualifying Accounts and Reserves . . . . .       42
</TABLE>



                                       40
<PAGE>
ITEM  13  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS
             --------------------------------------------------------
                ON  FORM  8-K  (Continued)
                -------------

3.     Reports  on  Form  8-K
       ----------------------

     A  statement  on  the  eight-for-one  reverse split of the Company's common
stock  was  filed  on  January  22,  1998,  on  Form  8-K.
     A  statement  on  the proposed sale of the oilfield properties was filed on
February  4,  1998,  on  Form  8-K.
     A  statement  on  the  sale of the oilfield properties was filed on May 21,
1998,  on  Form  8-K.

4.     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.


                                       41
<PAGE>
                            PETROMINERALS CORPORATION
            SCHEDULE II - VALUATION, QUALIFYING ACCOUNTS AND RESERVES
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                                 (In Thousands)




<TABLE>
<CAPTION>

                       Balance at     (Recoveries)     Balance at
                          Beginning     Charged to     End of

                                                 of Period      Income     Period
                                               -------------  -----------  -------
<S>                                            <C>            <C>          <C>
Valuation allowance on oil and gas properties
        1999. . . . . . . . . . . . . . . . .  $           -  $         -  $     -
                                               =============  ===========  =======

        1998. . . . . . . . . . . . . . . . .  $      10,963  $    10,963  $     -
                                               =============  ===========  =======

  Balance at. . . . . . . . . . . . . . . . .   (Recoveries)  Balance at
  Beginning . . . . . . . . . . . . . . . . .  Charged to     End of
    of Period . . . . . . . . . . . . . . . .  Income         Period
---------------------------------------------  -------------  -----------
Allowance for doubtful receivable
        1999. . . . . . . . . . . . . . . . .  $           -  $         -  $     -
                                               =============  ===========  =======

        1998. . . . . . . . . . . . . . . . .  $          29  $        29  $     -
                                               =============  ===========  =======
</TABLE>




                                       42
<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:
<TABLE>
<CAPTION>


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

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

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

</TABLE>




                                       43
<PAGE>

                                    EXHIBITS

                                       44
<PAGE>
45

EXHIBIT  21


SUBSIDIARIES  OF  THE  REGISTRANT

                                       45
<PAGE>

1.     Hydro-Test  International,  Inc.