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,  2000

[ ]  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)
<TABLE>
<CAPTION>
<S>                                                             <C>

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


              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
$535,000.

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  5,  2001.

The  aggregate  market  value  of  the  Registrant's  voting  stock  held  by
non-affiliates  of  the  Registrant  was approximately $1,088,321 as of March 5,
2001.

The  total  number  of  pages  in  this  Form  10-KSB  are  42.

The  Index  of  Exhibits  included  in  this  Form 10-KSB is located at page 37.

                                        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, is engaged in the production of
on-shore domestic crude oil and natural gas in California and Wyoming. 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  International,  Inc.  (Hydro-Test),  a  New  Mexico
corporation  acquired  in 1993, ceased commercial operations in July of 1998. On
June 8, 1999, Hydro-Test filed a voluntary petition for Chapter 7 Bankruptcy. On
December  20,  2000,  a  final  order  releasing  and  discharging Petrominerals
Corporation  was  signed  and  entered  in  the  Hydro-Test  Bankruptcy.

BUSINESS  STRATEGY

The  Company plans 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  Properties, Item 2).

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.

DISPOSITION  AND  BANKRUPTCY  OF  HYDRO-TEST  INTERNATIONAL,  INC.

On June 8, 1999, Hydro-Test filed a voluntary petition for Chapter 7 Bankruptcy.
On  December  20,  2000,  a  final order releasing and discharging Petrominerals
Corporation  was  signed and entered in the Hydro-Test Bankruptcy. (See Item 3 -
Legal  Proceedings  for  details).

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

The  Company's income is currently 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 two
years:

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



                   2000   1999
                   -----  -----
<S>                <C>    <C>
Oil and gas sales  70.7%  66.9%
Other . . . . . .  29.3%  33.1%
</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.

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

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

OIL  AND  GAS  SALES

Petrominerals  sells  the  oil and gas produced to unrelated parties pursuant to
contracts of 30 or 90 days duration and prices fluctuate based on the quality of
the  oil  produced  and numerous other 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.

The  average  price  the  Company  received  for  its  crude oil during 2000 was
approximately $23.52 per barrel, which is approximately $12.12 per barrel higher
than  the  average  price  which the Company received for its crude in 1999. The
Company  incurred  average  oil  production  costs  of  approximately $21.13 per
barrel,  and  produced  approximately  13,187  barrels  of  crude.

The  average  price  the  Company  received  for its natural gas during 2000 was
approximately  $2.40  per  thousand  cubic  feet  (mcf).  The  Company  produced
approximately  27,601  mcf.

D.     DEVELOPMENT  OF  PROPERTIES
--     ---------------------------

It  is  the  Company's  plan  to  complete additional transactions in our bid to
re-deploy  the  proceeds  from  the  sale  of  certain  of our oil properties in
California  and  to  continue  development  of  our  Wyoming  properties.

Wyoming  Venture
----------------

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 purchased a fifty percent interest in
sixteen  wells  together  with  the  accompanying  lease acreage (Petrominerals'
Group).  In  addition,  all parties were committed to drill two new wells on the
acreage.  During the 3rd quarter of 1999 and the 2nd quarter of 2000  both wells
were  drilled,  expanding  the  prospect  area  substantially.

The  Blackstock  #1  well was completed in the Stateline Field located in Carbon
County,  Wyoming.  The  well  was  drilled to 5,620 ft. and was completed in the
Lewis Sandstone at approximately 5,400 ft. Due to completion problems, that well
was re-completed to an upper Fort Union sand interval. As of June 30, 2000, this
well was shut-in due to excessive water production. The operator's plans to test
either  the  Ft.  Union  coal  or Wasatch sand have been extended into 2001. The
Company  drilled  the  Hucke  #1  well  in  the  2nd  quarter of 2000 and it was
completed  in  the  Wasatch  sand  and  is  still  being  tested.

Both  of these wells that were drilled identified not only the gas zones that we
expected  to  encounter but also certain coal seam zones that we had hoped would
be  present.  As  discussed  in  its  prior  2000  10QSB  report, the Company is
continuing  its  evaluation  of the potential for a coal bed methane development
program  on  its  acreage.  Thorofare was carried by the Petrominerals Group for
of  its  participation  (25%  of  50%)  in  the two new wells until drilling and
completion  has  been recovered. (Also, see Note 7 to the consolidated financial
statements  in  Item  7  for  detail).

The  Company  is  currently  negotiating  with  prospective  parties  for  the
development  of  these  coal  seam  gas  deposits.

Santa  Clarita  Area
--------------------

Under terms 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).  With oil prices at historically high levels, the
operator  has  initiated  a  program  of  returning  wells  to  production  and
enhancement  of  the  water  disposal  activities.


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

D.     DEVELOPMENT  OF  PROPERTIES  (Continued)
--     ---------------------------

Santa  Clarita  Area  (Continued)
--------------------

In addition, the Company retained a production payment of $931,000. This payment
is paid in installments in any month that 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 posted price and $13.50, multiplied by
the number of barrels produced. Posted prices for the first nine months averaged
$23.52 per barrel. Total payments from this note were approximately $412,000 for
the  year  ended  December  31,  2000,  and  is  reflected  in  the consolidated
statements  of  cash  flows  as  a  reduction  of  notes  receivable.

Hillcrest  Beverly  Oil  Corporation  Acquisition
-------------------------------------------------

On March 10, 2000, the Company signed a non-binding letter of intent to purchase
100% of the outstanding stock of Hillcrest Beverly Oil Corporation (HBOC) from a
private  Nevada  corporation.  Subsequent  to the end of the second quarter, the
Company  notified  the  seller  that  it  would not continue its pursuit of this
acquisition  because  the  seller  was unable to fulfill certain obligations and
representations.  (See  Legal  Proceedings,  Item  3).

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.

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,  2000,  the  Company  employed  a  total  of 3
---------
individuals.
---------


                                        4
<PAGE>
ITEM  2  -  PROPERTIES
            ----------

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.  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.

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).

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 two gas
wells; one in the 3rd quarter of 1999 and one in the 2nd quarter of 2000. Due to
completion  problems, both wells are currently shut-in. (see Drilling Activity).
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  15  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, 2000 and 1999 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,
2000  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.

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

OIL  AND  GAS  RESERVES  AND  PRODUCTION  INFORMATION  (Continued)

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,  2000  and  1999,  are  contained  in  Note  15  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,  2000.

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).  Current  accounting  standards  do not allow the Company to reinstate
value  for  subsequent  increases  in  the  ceiling.

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>



                                  2000  1999
                                  ----  ----
<S>                               <C>   <C>
Net annual production Gas (Mmcf)    28    11
Net annual production Oil (MBbl)    13    19
</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>



                                                2000    1999
                                               ------  ------
<S>                                            <C>     <C>
Average sales price of gas per Mcf. . . . . .  $ 2.40  $ 1.90
Average sales price of oil per barrel . . . .  $23.52  $11.40
Average production cost per barrel equivalent  $21.13  $11.25
</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>



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




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

PRODUCTIVE  WELLS  AND  ACREAGE  (Continued)

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

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 purchased a fifty percent interest in
sixteen  wells  together  with  the  accompanying  lease acreage (Petrominerals'
Group).  The  purchasing  parties  were  committed to drill two new wells on the
acreage,  which  expand  the  prospect  area.

Thorofare was 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, 2000, the Company has completed the two well
commitment in Carbon County, Wyoming. During the 3rd quarter of 1999 and the 2nd
quarter  of  2000  both  wells  were  completed,  expanding  the  prospect  area
substantially.  The  Blackstock  #1  well  was  completed in the Stateline Field
located  in  Carbon  County, Wyoming.  The well was drilled to 5,620 ft. and was
completed  in  the  Lewis Sandstone at approximately 5,400 ft. Due to completion
problems, that well was re-completed to an upper Fort Union sand interval. As of
June  30,  2000,  this  well  was shut-in due to excessive water production. The
operator's  plans  to  test  either the Ft. Union coal or Wasatch sand have been
extended  into  2001.  The Company drilled the second well in the 2nd quarter of
2000  and  it  was  completed  in the Wasatch sand and is still being tested. As
discussed  in  its  3rd quarter 2000 10QSB report, the Company is continuing its
evaluation  of  the  potential for a coal bed methane development program on its
acreage.

It  is  the  Company's  plan  not  only to continue this development but also to
complete  additional  transactions  of  this  nature in our bid to re-deploy the
proceeds  from  the  sale  of  certain  of  our  oil  properties  in California.


ITEM  3  -  LEGAL  PROCEEDINGS
            ------------------

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

In  December  1989,  the Company was notified by the United States Environmental
Protection  Agency  (EPA)  that,  under  the  provisions  of  the  Comprehensive
Environmental  Response,  Compensation  and  Liability Act of 1980 (CERCLA), the
Company  was considered a potentially responsible party (PRP) in the clean-up of
the  Operating  Industries,  Inc.  (OII) waste disposal site located in Monterey
Park,  California.  Century  Oil  Corporation,  a  company  that  merged  into
Petrominerals Corporation in 1979, disposed of drilling mud and water at the OII
disposal  site,  at  various  times  from  1975 to 1977. 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  June  8,  1999,  the  Company's  subsidiary,  Hydro-Test International, Inc.
(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.  On  December  20, 2000, an order releasing and discharging Petrominerals
Corporation  was  signed  and  entered  in  the  Hydro-Test  Bankruptcy.


                                        7
<PAGE>
ITEM  3  -  LEGAL  PROCEEDINGS  (Continued)
            ------------------

On  February  7,  2000,  the  Environmental  Protection Agency (EPA) advised the
Company  that it had been identified as having disposed of waste material at the
Casmalia Disposal site in Santa Barbara County, California, and that the Company
is  potentially  liable  per certain costs associated with site cleanup. Records
supplied  by  the  EPA  indicate  that  the  Company  disposed  of  allowable
non-hazardous  drilling  mud  and  other oil field fluids at the site at various
times between 1980 and 1985. Based on 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 financial exposure, if
any,  cannot  be  determined  at  this  time.

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


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

During  the  fourth  quarter  of  2000,  no  matters were submitted to a vote of
security  holders  through  the  solicitation  of  proxies  or  otherwise.


                                        8
<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>
                         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

                         2000
     First quarter.  $2 15/16  $ 2 1/8
     Second quarter         3    1 3/4
     Third quarter.     2 3/4    1 3/8
     Fourth quarter     2 3/8   1 3/16
</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 6 -
Common  Stock).

The  Company  has  842 shareholders of record of its common stock as of March 5,
2001.

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


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

The  following  discussion  should  assist  in an understanding of the Company's
financial  position  and  results of operations for each of the two years in the
period  ended  December 31, 2000. The Notes to Consolidated Financial Statements
as of December 31, 2000, 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. He continued efforts to cut corporate overhead, disposing of
unproductive  assets and to locate suitable acquisition and merger opportunities
for  the  Company.  The  Company has reviewed opportunities and remains actively
involved  in  the  process  of  identifying and reviewing acquisition and merger
candidates.  The  Company  has also submitted several offers to purchase oil and
gas  properties  that  were rejected.  The primary goal of management remains to
ensure future profitable growth for the Company and to create and maximize value
for  the  shareholders.

                                        9
<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 of
substantially  all its California oil and gas producing assets, an agreement was
signed  on  February  4,  1998,  effective  April  1,  1998,  that  provided  an
additional  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 cash flows as a
reduction  of  notes  receivable.

Second,  the  Company has ownership in oil and gas production.  As noted in Item
2,  the  Company retained an interest in several leases in California as part of
the  April 1998 sale.  In September of 1999, the Company entered into a purchase
and  joint  venture  participation  agreement  with Thorofare Resources, Inc., a
Wyoming  Corporation.  Under this contract, HAT, LLC, a Nevada Limited Liability
Company,  Nevadacor  Energy,  Inc.,  a  Nevada  corporation,  and  Petrominerals
purchased  a  fifty  percent  interest  in  sixteen  wells  together  with  the
accompanying  lease  acreage  (Petrominerals' Group). In addition, two new wells
were  drilled  on  the  acreage.

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. In August of
2000  after  meeting  to  discuss  strategic  plans and future alternatives, the
Company  and  Daniel  H.  Silverman,  by  mutual agreement, decided to end their
relationship  effective  October  1,  2000,  allowing  each  to  explore  other
alternatives  and alternative directions. It is anticipated that management will
continue  to  use  Mr. Silverman's services in evaluating acquisition prospects,
but  as  a  consultant  and  on  a  project-by-project  basis.

In  order to reduce overhead, the corporate Office in Houston, Texas, was closed
and  the  related  costs  of  maintenance  were  eliminated.

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

2000  COMPARED  WITH  1999

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

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

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

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


                                       10
<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

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 a net loss of approximately $(513,000), compared to net income
of  $595,000  in  the prior year. The 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.

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.


                                       11
<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. . . . . . . . . . . . . .       13

Consolidated Balance Sheets at December 31, 2000 and 1999       14

Consolidated Statements of Operations for the Years Ended
  December 31, 2000 and 1999. . . . . . . . . . . . . . .       15

Consolidated Statements of Shareholders' Equity for the
  Years Ended December 31, 2000 and 1999. . . . . . . . .       16

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000 and 1999. . . . . . . . . . . . . . .       17

Notes to Consolidated Financial Statements. . . . . . . .    18-29
</TABLE>




                                       12
<PAGE>


                          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, 2000 and
1999,  and  the  related  consolidated  statements  of operations, shareholders'
equity, and cash flows for the two years then ended and the related December 31,
2000  and  1999  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 and schedules referred to above present
fairly,  in  all  material  respects,  the  financial  position of Petrominerals
Corporation  and subsidiary as of December 31, 2000 and 1999, and the results of
their  operations  and  their cash flows for the years then ended, in conformity
with  generally  accepted  accounting  principles.

     BROWN  ARMSTRONG  RANDALL
     REYES  PAULDEN  &  McCOWN
     ACCOUNTANCY  CORPORATION





Bakersfield,  California
March  5,  2001


                                       13
<PAGE>

    The accompanying notes are an integral part of these financial statements
                            PETROMINERALS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                (Dollars in thousands, except par value amounts)
<TABLE>
<CAPTION>



                                                                 2000    1999
                                                                ------  ------
<S>                                                             <C>     <C>
ASSETS
--------------------------------------------------------------
Current Assets
  Cash and cash equivalents. . . . . . . . . . . . . . . . . .  $1,787  $2,128
  Accounts receivable. . . . . . . . . . . . . . . . . . . . .      64      54
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . .      30      31
                                                                ------  ------

     Total Current Assets. . . . . . . . . . . . . . . . . . .   1,881   2,213

Restricted Cash. . . . . . . . . . . . . . . . . . . . . . . .      25      25
Property and Equipment, net (including oil and gas properties
accounted for on the successful efforts method). . . . . . . .     379     355
Notes Receivable and Other Assets. . . . . . . . . . . . . . .      25     437
                                                                ------  ------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  $2,310  $3,030
                                                                ======  ======

LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------
Current Liabilities
  Accounts payable . . . . . . . . . . . . . . . . . . . . . .  $   13  $  157
  Accrued liabilities. . . . . . . . . . . . . . . . . . . . .       3       4
  Royalties payable. . . . . . . . . . . . . . . . . . . . . .      11      11
                                                                ------  ------

     Total Current Liabilities . . . . . . . . . . . . . . . .      27     172

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

     Total Liabilities . . . . . . . . . . . . . . . . . . . .      27     620
                                                                ------  ------

Shareholders' Equity
  Preferred stock:
    $.10 par value, 5,000,000 shares authorized;
      no shares issued and outstanding . . . . . . . . . . . .       -       -
  Common stock:
    $.80 par value, 25,000,000 shares authorized; 1,059,404
      shares issued and outstanding at December 31, 2000
      and 1999 . . . . . . . . . . . . . . . . . . . . . . . .     848     848
Capital in excess of par value . . . . . . . . . . . . . . . .     563     563
Retained earnings. . . . . . . . . . . . . . . . . . . . . . .     872     999
                                                                ------  ------

     Total Shareholders' Equity. . . . . . . . . . . . . . . .   2,283   2,410
                                                                ------  ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . . . .  $2,310  $3,030
                                                                ======  ======
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                       14
<PAGE>
PETROMINERALS  CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                (Dollars in thousands, except per share amounts)




<TABLE>
<CAPTION>



                                                       2000     1999
                                                      -------  -------
<S>                                                   <C>      <C>
Revenues
  Oil and gas. . . . . . . . . . . . . . . . . . . .  $  378   $  236
  Other income . . . . . . . . . . . . . . . . . . .     157      117
                                                      -------  -------

    Total Revenues . . . . . . . . . . . . . . . . .     535      353
                                                      -------  -------

Costs and Expenses
  Oilfield services. . . . . . . . . . . . . . . . .       -       15
  Oil and gas. . . . . . . . . . . . . . . . . . . .     360      215
  Depreciation, depletion and amortization . . . . .       3        9
  General and administrative . . . . . . . . . . . .     432      473
  Impairment loss. . . . . . . . . . . . . . . . . .     294        -
  Other expense. . . . . . . . . . . . . . . . . . .      14       38
                                                      -------  -------

    Total Costs and Expenses . . . . . . . . . . . .   1,103      750
                                                      -------  -------

Loss from continuing operations before discontinued
  operations, and extraordinary item . . . . . . . .    (568)    (397)

Discontinued operations, net of income taxes :
  Income (loss) on disposition of subsidiary, net of
    income tax of $0 for 1999. . . . . . . . . . . .       -     (116)
  Extraordinary item:
    Forgiveness of debt, net of income tax of $0
      for 2000 . . . . . . . . . . . . . . . . . . .     441        -
                                                      -------  -------

Net Loss . . . . . . . . . . . . . . . . . . . . . .  $ (127)  $ (513)
                                                      =======  =======


Basic Earnings per Share
  From continuing operations . . . . . . . . . . . .  $(0.54)  $(0.37)
  From discontinued operations . . . . . . . . . . .       -    (0.11)
  From extraordinary item. . . . . . . . . . . . . .    0.42        -
                                                      -------  -------

Net Loss per Share . . . . . . . . . . . . . . . . .  $(0.12)  $(0.48)
                                                      =======  =======

Weighted Average Common Shares Outstanding . . . . .   1,059    1,059
                                                      =======  =======
</TABLE>



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

                                       15
<PAGE>
                            PETROMINERALS CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 (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, 1998  1,059,417   $       848  $      563  $   1,512   $2,923

Fractional adjustments . .        (13)            -           -          -        -

Net loss . . . . . . . . .          -             -           -       (513)    (513)
                            ----------  -----------  ----------  ----------  -------

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

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

Balance, December 31, 2000  1,059,404   $       848  $      563  $     872   $2,283
                            ==========  ===========  ==========  ==========  =======
</TABLE>



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

                                       16
<PAGE>
                            PETROMINERALS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                             (Dollars in thousands)




<TABLE>
<CAPTION>



                                                   2000     1999
                                                  -------  -------
<S>                                               <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss . . . . . . . . . . . . . . . . . . .  $ (127)  $ (513)
  Adjustment to reconcile net loss to net cash
    used by operating activities:
      Gain on debt forgiven - non-cash portion .    (448)       -
      Depreciation, depletion and amortization .       3        9
      Impairment loss. . . . . . . . . . . . . .     294        -
      Accounts receivable. . . . . . . . . . . .     (10)     (46)
      Loss on disposal of fixed assets . . . . .       -      116
      Other current assets . . . . . . . . . . .       1       21
      Accounts payable and accrued liabilities .    (145)     (16)
                                                  -------  -------

Net Cash Used by Operating Activities. . . . . .    (432)    (429)
                                                  -------  -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment . . . . . .    (321)    (356)
  Proceeds from sale of assets . . . . . . . . .       -        5
  Notes receivable . . . . . . . . . . . . . . .     412      (20)
                                                  -------  -------

Net Cash Provided (Used) by Investing Activities      91     (371)
                                                  -------  -------

Net decrease in cash and cash equivalents. . . .    (341)    (800)

Cash and cash equivalents at beginning of year .   2,128    2,928
                                                  -------  -------

Cash and cash equivalents at end of year . . . .  $1,787   $2,128
                                                  =======  =======
</TABLE>



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

                                       17
<PAGE>



                            PETROMINERALS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999




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.

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

For  the  year  ended  December  31, 1999, 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.

On  December  20,  2000,  the  U.S. Bankruptcy Court of the Southern District of
Texas,  Houston  Division,  entered  an  Order  on  Joint Motion for Approval of
Compromise  and Settlement Agreement Between Petrominerals, Corp. and Bankruptcy
Estate of Hydro-Test International, Inc.  This order releases Petrominerals from
any and all claims it may have had against Hydro-Test.  As a result, the Company
has removed all accounts relating to Hydro-Test from its financial statements at
December  31,  2000.  The  amounts  shown  for  the  year  2000 are those of the
Company's  alone.

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, 2000 and 1999 that has been recorded as restricted cash.
The  CD has been pledged to the Bureau of Land Management to cover environmental
costs.

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

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


                                       18
<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

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

Oil  and gas properties are accounted for using the successful efforts method of
accounting.  Costs  of  drilling  and  equipping  successful  exploratory  and
developmental  wells are capitalized. All other exploratory expenses are charged
to  operations  as  incurred.  The  carrying  value of oil and gas properties is
evaluated in relation to the estimated present value of the future net revenues.
Depletion,  depreciation  and  amortization  are  calculated  using  the
units-of-production  method  based  on recoverable reserves. The Company did not
incur  any  exploratory costs during the years ended December 31, 1999 and 2000.

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

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

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

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

Disclosures  about  Fair  Value  of  Financial  Instruments
-----------------------------------------------------------

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

Income  Taxes
-------------

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

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

Certain  prior year amounts have been reclassified to conform to classifications
followed  for  2000.  These  reclassifications  had  no effect upon reported net
income.


                                       19
<PAGE>
NOTE  2  -  PROPERTY  AND  EQUIPMENT
            ------------------------

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



                                                         2000    1999
                                                        ------  ------
<S>                                                     <C>     <C>
At Cost
  Undeveloped Properties . . . . . . . . . . . . . . .  $ 663   $ 342
    Less: allowance for impairment . . . . . . . . . .   (294)      -
                                                        ------  ------

  Net Undeveloped Properties . . . . . . . . . . . . .    369     342
                                                        ------  ------

  Other Property and Equipment
    Furniture, fixtures and equipment. . . . . . . . .    466     466
    Accumulated depreciation related to other property
      and equipment. . . . . . . . . . . . . . . . . .   (456)   (453)
                                                        ------  ------

  Net Other Property and Equipment . . . . . . . . . .     10      13
                                                        ------  ------

Property and Equipment, net. . . . . . . . . . . . . .  $ 379   $ 355
                                                        ======  ======
</TABLE>


Depreciation,  depletion  and amortization for the years ended December 31, 2000
and  1999  was  $3,000  and  $9,000,  respectively.

During  2000,  the  Company determined that the decline in estimated oil and gas
reserves  due  to  the  depletion of the wells currently being pumped in Wyoming
indicated  impairment  of  the  Company's  remaining oil and gas properties. The
estimated  undiscounted  cash  flows  anticipated from operating the oil and gas
properties  indicated  that a write-down to fair market value was required under
SFAS  121.  This write down resulted in a charge to income of $294,000, which is
included  in  the  Statement  of Operations as an impairment loss. The estimated
fair  value  of  these  assets was determined based on an independent appraisal.


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

On  December  20,  2000,  the  U.S. Bankruptcy Court of the Southern District of
Texas,  Houston  Division,  entered  an  Order  on  Joint Motion for Approval of
Compromise  and  Settlement  Agreement  Between  Petrominerals  Corporation  and
Bankruptcy  Estate  of  Hydro-Test  International,  Inc.  This  order  releases
Petrominerals  from  any and all claims it may have had against Hydro-Test.  The
remaining prepetition liability has not been pursued by creditors.  As a result,
the Company has removed the remaining prepetition liability of $448,000 from its
financial statements at December 31, 2000, resulting in an extraordinary gain to
the  Company  of  $441,000,  net  of  expense.


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

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

As  a  result  of  the  1998  sale  of oil and gas operating assets, the Company
reserved a production payment of $931,000. The production payable was payable in
installments in any month in which certain postings for crude oil exceeds $13.50
per barrel.  The monthly payment was equal to one-half of the difference between
the  posted  price  and  $13.50,  multiplied  by  the  barrels  produced.

                                       20
<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.  Prices  continued to increase during the year ended December 30, 2000
resulting  in  production  payments  which  exceeded  the  face  value  of  the
receivable.  The outstanding receivable at December 31, 2000 has been reduced to
$0  and  the  $38,000  of  payments  made  in  excess  of  the face value of the
production  receivable  are  reported  as  other  income.

The  Company  retained  interest  in  some  of  its properties. According to the
independent  engineer's  reserve  report,  the  value of reserves related to the
remainder  properties  was  $347,000  at  December  31,  2000.

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>




                                       21
<PAGE>
NOTE  5  -  INCOME  TAXES
            -------------

The  provision  for  income tax was $0 for the years ended December 31, 2000 and
1999.

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>



                                               2000      1999
                                             --------  --------
<S>                                          <C>       <C>
Deferred Tax Assets:
  Net operating loss carryforwards. . . . .  $ 2,309   $ 2,383
  Valuation reserve for deferred tax assets   (2,309)   (2,383)
                                             --------  --------

     Net Deferred Tax Assets. . . . . . . .  $     -   $     -
                                             ========  ========
</TABLE>



At  December  31,  2000,  the  Company  had  net operating loss carryforwards of
approximately  $6,790,000  for  Federal  income  tax  purposes  that will expire
beginning  in  the  year  2002.  For  financial  reporting purposes, a valuation
allowance  of  $2,309,000  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.

                                       22
<PAGE>
NOTE  6  -  COMMON  STOCK  (Continued)
            -------------

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

No  stock  options  were  exercised during the years ended December 31, 2000 and
1999.

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,  2000  and  1999.

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, 2000 and 1999 are as
follows:
<TABLE>
<CAPTION>



                                     2000            1999
                                 -------------  ---------------
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            (0.54)          1,059  (0.37)
                                 =============                   =============

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

Income from extraordinary item.          0.42                -
                                 -------------  ---------------

Net Loss. . . . . . . . . . . .         (0.12)           (0.48)
                                 =============  ===============

Diluted
  Loss from continuing
    operations. . . . . . . . .         1,059            (0.54)          1,059  (0.37)
                                 =============                   =============

Income from discontinued
  operations. . . . . . . . . .          0.42            (0.11)

Income from extraordinary item.             -                -
                                 -------------  ---------------

Net Loss. . . . . . . . . . . .         (0.12)           (0.48)
                                 =============  ===============
</TABLE>



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


                                       23
<PAGE>
NOTE  7  -  RELATED  PARTIES  AND  RELATED  PARTY  TRANSACTIONS
            ---------------------------------------------------

During the periods covered by the financial statements, the Company was involved
in  various  transactions  with  related  parties. These related parties consist
primarily  of  corporations and joint ventures in which officers, directors, and
shareholders  of  the Company, directly and/or indirectly, own varying ownership
interest  and/or  are officers and directors thereof. Related party transactions
involving  the purchase of property and equipment by the Company and payments to
the  Company  for  services  were approximately $32,000 and $25,000 for 2000 and
1999,  respectively.

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 is acting as agent for Kaymor
Energy, LLC (a Nevada limited liability company), the members of which are HBOC
Energy  Marketing,  Inc.  ("HBOC"),  a California corporation, and Morris V.
Hodges, individually. HBOC is controlled by Morris V. Hodges and was formerly
known as Kaymor Petroleum Products, Inc. Morris V. Hodges is Petrominerals
Corporation's president, CEO and shareholder.


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



                                  First     Second      Third     Fourth     2000
                                 Quarter    Quarter    Quarter    Quarter    Year
                                ---------  ---------  ---------  ---------  -------
<S>                             <C>        <C>        <C>        <C>        <C>

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

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

  Net income (loss) per share.     (0.09)     (0.11)     (0.08)      0.16    (0.12)
                                =========  =========  =========  =========  =======

                                 First     Second     Third      Fourth     1999
                                 Quarter   Quarter    Quarter    Quarter    Year
                                ---------  ---------  ---------  ---------  -------

  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)
  Extraordinary item, net of
    taxes. . . . . . . . . . .         -          -          -          -        -
                                ---------  ---------  ---------  ---------  -------

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

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




                                       24
<PAGE>
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).

The  Company's  operations  are classified into two principal industry segments.
Following  is  a  summary  of  segmented  information  for  2000  and  1999:
<TABLE>
<CAPTION>



                                                             Oil
                                             Oilfield     Production
                                             Services     and Sales     Total
                                           ------------  ------------  -------
<S>                                        <C>           <C>           <C>
Year Ended December 31, 2000

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

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

Net Gain (Loss) . . . . . . . . . . . . .  $       441   $      (568)  $ (127)
                                           ============  ============  =======

                                                             Oil
                                             Oilfield     Production
                                             Services     and Sales     Total
                                           ------------  -----------  ----------

Year Ended December 31, 1999

Revenue from external customers . . . . .  $         -   $       236   $  236
                                           ============  ============  =======
Interest revenue. . . . . . . . . . . . .  $         -   $       117   $  117
                                           ============  ============  =======
Interest expense. . . . . . . . . . . . .  $         -   $         1   $    1
                                           ============  ============  =======
Expenditures for segment assets . . . . .  $         -   $       342   $  342
                                           ============  ============  =======
Depreciation, depletion and amortization.  $         -   $         9   $    9
                                           ============  ============  =======
Asset impairment. . . . . . . . . . . . .  $         -   $         -   $    -
                                           ============  ============  =======

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

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


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

                                       25
<PAGE>
NOTE  10  -  ENVIRONMENTAL  MATTERS
             ----------------------

Monterey  Park,  California
---------------------------

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

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.


                                       26
<PAGE>
NOTE  12  -  CONCENTRATION  OF  BUSINESS  AND  CREDIT  RISK
             ----------------------------------------------

The  Company  sold  substantially  all  of its oil and gas to Texaco Trading and
Transportation,  Inc. ("Texaco"). In fiscal year 2000 and 1999, 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, 2000 and
1999,  unsecured  cash  and  cash  equivalents  were  $1,600,000 and $1,900,000,
respectively.


NOTE  13  -  BANKRUPTCY  LIQUIDATION
             -----------------------

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.

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.

On  December  20,  2000,  the  U.S. Bankruptcy Court of the Southern District of
Texas,  Houston  Division,  entered  an  Order  on  Joint Motion for Approval of
Compromise  and Settlement Agreement Between Petrominerals, Corp. and Bankruptcy
Estate of Hydro-Test International, Inc.  This order releases Petrominerals from
any  and  all  claims  it  may  have  had  against  Hydro-Test.  As  a  result,
Petrominerals  has  removed  its  investment  in  Hydro-Test  and  the  related
intercompany  receivable  from  its  financial  statements.  Additionally,  the
remaining  prepetition  liability  has  not  been  pursued  by creditors and the
Company  has  recognized  the  extraordinary  gain.


NOTE  14  -  EXTRAORINDARY  ITEM
             -------------------

As  a  result  of  the  bankruptcy  order regarding Hydro-Test (see Note 3), the
removal  of  the prepetition liabilities resulted in a net extraordinary gain of
$441,000.


NOTE  15  - 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>



                                                              2000   1999
                                                              -----  -----
<S>                                                           <C>    <C>
Produced oil and gas sales . . . . . . . . . . . . . . . . .  $ 378  $ 236
Less:
  Operating expenses . . . . . . . . . . . . . . . . . . . .    360    215
  Depreciation, depletion and amortization . . . . . . . . .      3      9
                                                              -----  -----

Results of operations from oil and gas producing activities,
  excluding corporate overhead and interest costs. . . . . .  $  15  $  12
                                                              =====  =====
</TABLE>




                                       27
<PAGE>
NOTE  15  - SUPPLEMENTAL OIL AND GAS PROPERTIES AND RELATED RESERVES (UNAUDITED)
            --------------------------------------------------------------------
                  (Continued)

Estimated  Quantities  of  Oil  and  Gas  Reserves
--------------------------------------------------

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



                                                    2000    1999
                                                   ------  ------
<S>                                                <C>     <C>
Proved developed and undeveloped reserves: (Mboe)
  Beginning of period . . . . . . . . . . . . . .  $ 147   $   -
  Purchase of minerals in place . . . . . . . . .      -      14
  Revision of previous estimates. . . . . . . . .    (42)    155
  Production. . . . . . . . . . . . . . . . . . .    (18)    (22)
                                                   ------  ------

End of period . . . . . . . . . . . . . . . . . .     87     147

Proved developed reserves:
  Beginning of period . . . . . . . . . . . . . .    147       -
  End of period . . . . . . . . . . . . . . . . .     87     147
</TABLE>



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

Discounted  Future  Net  Cash  Flows  Relating  to  Proved  Oil and Gas Reserves
--------------------------------------------------------------------------------

A  standardized  measure  of discounted future net cash flows is presented below
for  each of the years ended December 31, 2000 and 1999. 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.

                                       28
<PAGE>
NOTE  15  - SUPPLEMENTAL OIL AND GAS PROPERTIES AND RELATED RESERVES (UNAUDITED)
            --------------------------------------------------------------------
                  (Continued)

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



                                                            2000      1999
                                                          --------  --------
<S>                                                       <C>       <C>
Future cash inflows. . . . . . . . . . . . . . . . . . .  $ 1,854   $ 3,159
Future production and development costs. . . . . . . . .   (1,328)   (2,022)
                                                          --------  --------

Future net cash flows. . . . . . . . . . . . . . . . . .      526     1,137
10% annual discount for estimated timing of cash flows .      147       401
                                                          --------  --------

Standardized measure of discounted future net cash flows  $   379   $   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>



                                               2000     1999
                                              ------  --------
<S>                                           <C>     <C>
Beginning balance. . . . . . . . . . . . . .  $ 736   $     -
Sales and transfers of oil and gas produced,
  net of production cost . . . . . . . . . .    (18)     (236)
Net changes in prices and production costs,
  based on beginning of year barrels . . . .   (244)   (2,022)
Revisions to previous estimates. . . . . . .   (173)    3,224
Accretion of discount. . . . . . . . . . . .     74      (400)
Other. . . . . . . . . . . . . . . . . . . .      4       170
                                              ------  --------

Ending balance . . . . . . . . . . . . . . .  $ 379   $   736
                                              ======  ========
</TABLE>




                                       29
<PAGE>
ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            --------------------------------------------------------------------
              FINANCIAL  DISCLOSURE
              ---------------------

None.

                                       30
<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:


MORRIS  V.  HODGES     65     Director     1979
------------------

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

EVERETT  L.  HODGES     67     Director     1979
-------------------

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


                                       31
<PAGE>
ITEM  9  -  DIRECTORS,  EXECUTIVE OFFICERS, COMPLIANCE WITH SECTION 16(A) OF THE
            --------------------------------------------------------------------
              SECURITIES  EXCHANGE  ACT  OF  1934  (Continued)
              -----------------------------------

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

WILLIAM  N.  HAGLER     68     Director     1998
-------------------

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

JOHN  C.  MCMAHON     53     Director     1999
-----------------

Mr. John C. McMahon has been employed as Vice President of Koch Oil's West Coast
crude  oil  operations  from  January 1978 - December 1998. This was a privately
held  company engaging in the crude oil marketing, gathering and trading of both
domestic  and  foreign  crude oil. Mr. McMahon retired from Koch in January 1999
after  Koch  Oil's assets were sold to E.O.T.T. Mr. McMahon is currently sitting
on  the  Company's  audit  committee.

JOHN  A.  ERICKSON          Director
------------------

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

Standing  Committees  and  Meetings  of  the  Board  of  Directors
------------------------------------------------------------------

STANDING  COMMITTEES

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

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

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

ATTENDANCE  AT  BOARD  MEETINGS

During  the  last  fiscal  year,  the Board of Directors of the Company held one
regular  meeting,  two  special meetings and one action taken without a meeting.
Attendance  at  such  meetings  of  the  Board  was  100%.


                                       32
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION
             -----------------------

The following Summary Annual Compensation Table sets forth all cash compensation
paid,  distributed  or  accrued for services, including salary and bonus amounts
rendered in all capacities for the Company during the fiscal year ended December
31,  2000,  whose  annual cash compensation exceeded $100,000 or served as Chief
Executive Officer. All other tables required to be reported have been omitted as
there  has  been  no  compensation  awarded  to, earned by or paid to any of the
Company's  executives  in  any  fiscal  year  covered  by  the  table.

SUMMARY  ANNUAL  COMPENSATION  TABLE
<TABLE>
<CAPTION>



                                                          Year  Salary
                                                          ----  -------
<S>                                                       <C>   <C>
Morris V. Hodges, President, Chief Executive Officer and
Chief Financial Officer. . . . . . . . . . . . . . . . .  2000  $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  Company paid Daniel H. Silverman, its chief operating
officer,  travel and entertainment expenses which exceeded the lesser of $25,000
or 10% of the cash compensation paid to Mr. Silverman. The total of those travel
and entertainment expenses for the year ended December 31, 2000 was $18,000. The
aggregate  amount of such compensation, as to any other executive officer or key
employee,  did  not exceed the lesser of $25,000 or 10% of the cash compensation
paid to such executive officer or key employee. However, the aggregate amount of
such  other  compensation  exceeded  10%  of  the  cash compensation paid to all
executive  officers  or key employees as a group. The total amount of travel and
entertainment  expenses  for  the  year  ended  December  31,  2000 was $24,000.

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, 2000, each of the two non-employee directors
who  held  office were paid $750 per month for the first nine months and each of
the  three  non-employee  directors who held office were paid $750 per month for
the  last  three  months  for  a total of $20,250. 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.


                                       33
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP  OF  BENEFICIAL  OWNERS  AND  MANAGEMENT
             ------------------------------------------------------------

The  following table lists the beneficial ownership, as of February 21, 2001, 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.

(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.

                                       34
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT (Continued)
             -------------------------------------------------------

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

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

1993  STOCK  BONUS  PLAN

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

DIRECTORS  STOCK  COMPENSATION  PLAN

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

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


                                       35
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT (Continued)
             -------------------------------------------------------

REPORTABLE  TRANSACTIONS

To  the  knowledge of the Company, as of May 5, 2001, 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, 2000 and
1999.


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 is acting as agent for Kaymor
Energy, LLC (a Nevada limited liability company), the members of which are HBOC
Energy  Marketing,  Inc.  ("HBOC"),  a California corporation, and Morris V.
Hodges, individually. HBOC is controlled by Morris V. Hodges and was formerly
known as Kaymor Petroleum Products, Inc. Morris V. Hodges is Petrominerals
Corporation's president, CEO and shareholder.

INDEBTEDNESS  OF  MANAGEMENT

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


                                       36
<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. . . .       13
 Consolidated Balance Sheets at December 31, 2000 and 1999 . . . . .       14
 Consolidated Statements of Operations for the Years Ended
   December 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . .       15
 Consolidated Statements of Shareholders' Equity for the Years Ended
   December 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . .       16
 Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . .       17
 Notes to Consolidated Financial Statements. . . . . . . . . . . . .    18-29

 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, 2000 and 1999:
     Schedule II - Valuation, Qualifying Accounts and Reserves . . .       39
</TABLE>




                                       37
<PAGE>
ITEM  13  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS
             --------------------------------------------------------
                ON  FORM  8-K  (Continued)
                -------------

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

No  Form  8-K  was  filed  during  fiscal  year  1999  or  2000.

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.


                                       38
<PAGE>
                            PETROMINERALS CORPORATION
            SCHEDULE II - VALUATION, QUALIFYING ACCOUNTS AND RESERVES
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                 (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
        2000. . . . . . . . . . . . . . . . .  $           -  $         294  $       294
                                               =============  =============  ===========

        1999. . . . . . . . . . . . . . . . .  $           -  $           -  $         -
                                               =============  =============  ===========

                                                Balance at    (Recoveries)   Balance at
                                                 Beginning     Charged to      End of
                                                 of Period       Income        Period
                                               -------------  -------------  -----------

Allowance for doubtful receivable
        2000. . . . . . . . . . . . . . . . .  $           -  $           -  $         -
                                               =============  =============  ===========

        1999. . . . . . . . . . . . . . . . .  $           -  $           -  $         -
                                               =============  =============  ===========
</TABLE>




                                       39
<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:


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

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

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

                                       40
<PAGE>

                                    EXHIBITS

                                       41
<PAGE>


EXHIBIT  21


SUBSIDIARIES  OF  THE  REGISTRANT

                                       42
<PAGE>

1.     Hydro-Test  International,  Inc.

<PAGE>