<PAGE>
                                FORM 10-KSB/A

               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
(Mark One)

[XX]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
      1934  [FEE REQUIRED]

               For the fiscal year ended December 31, 2002

                                   OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _____________ to ____________________

Commission File Number:       0-3912

                       PETROL INDUSTRIES, INC.
                       -----------------------
          (Exact Name of Registrant as Specified in its Charter)

              Nevada                                    75-1282449
   -------------------------------        ---------------------------------
   (State or Other Jurisdiction of        (IRS Employer Identification No.)
    Incorporation of Organization)

 202 N. Thomas, Suite 4, Shreveport, LA                   71107-6539
 --------------------------------------                   ----------
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code:   (318) 424-6396

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

Title of Each Class          Name of Each Exchange on Which Registered
-------------------          -----------------------------------------
                      None

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

Common Stock, par value $.10 per share

Check mark whether the issuer: (1) has 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 registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
           Yes: [ X ]     No: [   ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.     [X]

State the issuer's revenues for its most recent fiscal year:  $448,858.

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the average of the closing bid and asked
price of the stock as of March 31, 2003 was $167,706.

    ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

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 distribution of
securities under a plan confirmed by a court.            Yes____  No____

              APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares of common stock, $.10 par value, outstanding as of March
31, 2003 was 1,597,196.

Transitional Small Business Disclosure Format:  Yes [  ] No  [ X ]

                DOCUMENTS INCORPORATED BY REFERENCE:
                              None
                        Page 1 or 34 Pages
                      Index Appears at Page 9


<PAGE>

                                     PART I

ITEM 1.   BUSINESS.

GENERAL DESCRIPTION.

     Petrol Industries, Inc. ("Petrol" or the "Company") was organized under
the laws of the State of Nevada in 1968 as a wholly owned subsidiary of
Sovereign Industries, Inc.  In 1970, Sovereign Industries, Inc. distributed a
substantial portion of Petrol's common stock to its stockholders.  Since the
dates of their respective organizations, Petrol and its wholly-owned
subsidiaries have been engaged in a single industry segment - drilling for
and producing oil and gas on leased property located in the Caddo Pine Island
Field, and the Shreveport Field, both in Caddo Parish, Louisiana.  Petrol and
its wholly owned subsidiaries currently employ 13 persons in the aggregate.

     As of December 31, 2002, Petrol's leases contained 8 completed gas
wells, 18 completed wells producing oil and gas, and 242 completed oil wells,
principally in the Annona Chalk zone.  Petrol estimates that, on the average,
its wells have been producing for a period in excess of 25 years.  An
aggregate of 140 wells producing oil or oil and gas are currently being
operated.  The Company expects that if received oil prices justify the
expenditure, 65 of its wells will be placed back in operation during the
course of 2003, as a result of its on-going rework program discussed below,
although even so, it is expected that approximately 20-30 wells will
temporarily not be operating at any given time as maintenance is required.
Current oil production, however, does not justify significant expenditures to
restore operation of marginal wells.  Management is carefully examining
whether to suspend production on all or certain wells to conserve available
capital and assets until world oil prices recover significantly.  The
Company's direct cost of extraction currently exceeds gross sales receipts
and current oil prices.  During the course of 2002, the Company disposed of
five of its lease that had become a liability and, therefore, unprofitable
to operate.

     Virtually all of the Company's oil production comes from property
characterized as stripper well property, meaning that the wells located
thereon produced an average of 10 barrels or less per day.  In 2002, Petrol's
interests in oil wells and gas wells taken together with oil wells owned by
the limited partnerships organized in connection with its 1979, 1983 and 1984
drilling programs had a gross production of 17,960 barrels of oil and 2,851
MCF of gas, and production, net to Petrol, of 15,900 barrels of oil and 2,851
MCF of gas.

     The prices obtained by Petrol for its oil are in direct proportion to
its gravity (a.p.i.); the higher the gravity, the higher the price.
Approximately 51% of Petrol's oil production constitutes high gravity, light
crude, having a gravity of 40 a.p.i. or above; the balance of Petrol's
production ranges from 18 to 39 a.p.i.  During the calendar year 2002, the
average price received by Petrol for its oil (including wells owned by the
various partnerships) was $22.92 per barrel of oil and $2.61 per MCF of gas.

REWORK AND MAINTENANCE PROGRAMS.

     Petrol maintains for itself and the limited partnerships it formed (see
below) an ongoing rework and maintenance program with respect to all its
wells.  During 2002 and 2001, approximately $104,955 and $141,393 were
expended on such maintenance.





<PAGE>

DRILLING PROGRAMS.

     In 1979, 1983 and 1984 Petrol formed Louisiana partnerships in
commendams (limited partnerships) for the development of oil and gas wells on
its properties.  In connection with such programs, Petrol contributed
drilling sites and hardware, was responsible for drilling and completing the
wells on a "turnkey" basis, and presently operates the completed wells.
Actual drilling was done by one of several locally available subcontractors.
The Company also handles the administrative and bookkeeping arrangements for
the partnerships.  Petrol was paid fees for drilling the partnerships' wells,
receives additional fees for operating the wells and is entitled to a share
of the partnerships' net income.

     The Company receives 75% of net revenues from the 26 wells drilled for
the 1983 limited partnership and from the 15 wells drilled for the 1984
limited partnership.

     There was no drilling activity in 2002 or 2001.

MARKET FOR PETROL'S OIL AND GAS PRODUCTION.

     The Company's oil and gas production is sold to major oil companies and
other purchasers that gather oil production by tank truck in areas where
pipelines are not available.  EOTT Energy Operating Limited Partnership,
formerly EOTT Energy ("EOTT") accounted for 85.0% of the Company's 2002 oil
sales.  More than half a dozen other customers account for the balance of the
Company's sales.  Petrol is not a party to any long-term supply contracts for
oil and gas.

     In recent years, Petrol's production has been sold at the local open
market price, which is reflective of worldwide supply of and demand for crude
oil and local demand for natural gas.  Management believes that the
continuing desire of domestic refiners and marketers of oil and gas to secure
access to domestic production will continue to create a strong market for
Petrol's products.  Petrol anticipates, however, that the price that its
products will command will continue to closely match world oil prices, which
in turn reflect world economic and political conditions.

GOVERNMENTAL REGULATION.

     Petrol, in the operation of its existing oil and gas wells and in the
drilling of new wells, is subject to a number of federal, state and other
laws and regulations concerning requirements relating to permits to drill
wells, the spacing of wells, the prevention of waste of oil and gas, and the
manner of drilling and completing wells.  Management believes that Petrol is
in compliance with all federal, state and local statutes and regulations
regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment.  Although compliance with such
statutes and regulations has a material effect on the Company's capital
expenditures and earnings, such compliance does not adversely affect its
competitive position in its industry, as all other producers in its market
are subject to the same statutes and regulations.  Should such regulations be
strengthened, however, the Company would likely not have the capital or
liquid asset reserves to ensure compliance, given the cash flow generated
from oil sales at current oil prices.



<PAGE>

ITEM 2.  PROPERTIES.

     a.  Location and Character of the Company's Properties.  Petrol, in
connection with its oil and gas production, currently leases approximately
110 parcels of property, located in the Caddo Pine Island Field and the
Shreveport Field, both located in Caddo Parish, Louisiana.  Most of its wells
are shallow oil wells, completed in the Annona Chalk Zone, at depths ranging
from 1,400 feet to 1,600 feet.  In general, the leases held by Petrol provide
that they shall remain in force so long as producing wells are being operated
thereon or so long as Petrol is actively engaged in rework thereon.  If
Petrol does not produce any oil from a particular lease and is not engaged in
any rework on such lease for a period of three consecutive months, such lease
may at the option of the lessor, be deemed abandoned.  Because of the
Company's shortage of capital and liquid assets, Management is examining the
possibility of suspending production on many of its leases.  If such a
strategy is implemented, Management will seek to minimize the adverse effect
which suspension of production could have on the Company's lease holdings.

     b.  Reserves.  See Supplemental Information regarding Oil and Gas
Producing Activities at Pages 22 to 23 and Schedules 3 and 4 at Pages 26 to
27, for estimates of net quantities of proved oil and gas reserves, and for
standardized measure of discounted future net cash flow relating thereto.

     c.  Reserves Reported to Other Agencies.  The Company did not file any
estimates of oil and gas reserves with any federal authority or agency during
2002.

     d.  Production.  For the years ended December 31, 2002 and 2001, the
average sales price (including transfers) per unit of oil produced was $22.92
and $22.61, respectively, and the average production cost (lifting cost) per
unit of production for oil was $28.24 and $22.48, respectively.

     e.  Productive Wells and Acreage.  As of December 31, 2002, the Company
held the following productive wells and developed acres:

                                             Oil       Gas     Oil & Gas
                                             ---       ---     ---------
         (i)    Gross Productive Wells        242        8        18
         (ii)   Net Productive Wells          235        1.2      10.5
         (iii)  Gross Developed Acres       3,907    1,310       958
         (iv)   Net Developed Acres         2,123.6     66       179.5

     f.  Undeveloped Acreage.  As of December 31, 2002, the Company held the
following undeveloped acreage:

          (i)    Gross Acres                   121
          (ii)   Net Acres                      54

     g.  Drilling Activity.  No drilling activity occurred in 2002 or 2001.

     h.  Present Activities.  See Item 1.

     i.  Delivery Commitments.  The Company is not, and for more than three
years, had not been required to provide any fixed or determinable
quantity of oil or gas under any contracts or agreements.


<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         Not applicable.


<PAGE>

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
          STOCKHOLDER MATTERS.

     Until June 8, 1992, trading in the Company's common stock was reported in
the National Association of Securities Dealers' Automated Quotation system.
Since June 9, 1992, the Company's common stock has been traded over-the-
counter.  Following are the high and low bids of its common stock as of
January 1, 2000, on a quarterly basis.  Prices are reported by the National
Quotation Bureau, Inc., which may reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not necessarily represent actual
transactions.

                                             HIGH BID              LOW BID
            2001

     1st Quarter                               3/16                  3/16
     2nd Quarter                               5/32                  3/16
     3rd Quarter                               1/16                  5/32
     4th Quarter                               1/16                  1/16

           2002

     1st Quarter                               7/32                  1/16
     2nd Quarter                               5/16                  1/16
     3rd Quarter                               9/16                  1/16
     4th Quarter                               1/4                   1/16

           2003

     1st Quarter thru March 21 		     1/8                   1/16

     On March 31, 2003, there were 3,601 holders of record of its common
stock.

     No dividends were declared or paid during 2002 or 2001 and the Company
has no present intention to pay cash dividends in the foreseeable future.







<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

     (a)	Results of Operations.  The Company continued to endeavor a
decrease in production for 2002 as overall production decreased 25.5% from
2001.  This decline in gross production is offset by an increase in received
oil prices.  The average price of an equivalent barrel of oil received in
2002 was $22.92, up from $22.61 received on average for 2001.

     The decrease in production when associated with the decrease in received
oil prices resulted in a net loss to the Company of $238,398, or $.15 per
share, on revenues of $448,858.

     The net loss from operations (before other income/expense items) was
$215,429 for 2002 as compared to a net loss of $167,938 for 2001, or an
increase in the loss from operations of 28% over the prior year's
operations.  To continue operating profitability, the Company will depend on
significant increases in overall production and this production must be aided
by maintaining current received oil prices over the following twelve month
period, understanding that received oil prices are dependent on the results
of world events outside the Company's control.

     (b)	Financial Condition and Liquidity.  The recurring losses from
2002 and prior year operations eroded the cash and cash equivalents of the
Company, as the liquid assets were being used to fund current operations.
Current liabilities continue to exceed current assets by $1,596,366 and
stockholders' deficit was $1,499,084 for the year ended December 31, 2002.
Management is also examining the possibility of realizing value for the
Company's remaining assets, including, if necessary, dissolution.

     Management is examining available financing alternatives to enable it to
remain in operation.  These alternatives range from seeking outside equity
capital to permit continued or expanded operations, with the hope of lowering
average direct lifting costs, to shutting down all but minimal operations
utilizing only a skeleton staff, putting the Company in a suspended state for
as long as assets permit.  Management is also examining the possibility of
realizing value for the Company's remaining assets, including, if necessary,
dissolution.

     (c)	Environmental.  The Company's operations are subject to numerous
laws and regulations designed to protect the environment and/or impose
remedial obligations.  The Company operates certain oil fields for which
known or potential obligations for environmental remediation exist.

     Although the Company is not aware of any environmental matters that
might have a material effect on the Company's financial condition at December
31, 2001, there is the possibility that expenditures could be required, or
revised regulatory requirements could necessitate expenditures at certain
sites.  Such expenditures could have a material impact on the results of
operations in a future period.












<PAGE>

2001 Compared to 2000

     (a)	Results of Operations.  Production declined 18.7% from 2000.  The
decline in production, accompanied by an increase in oil prices, resulted in
a net loss of $205,672, or $.13 per share, on revenues of $547,609.  The
Company's net loss from operations was $167,938 for 2001 as compared to a net
income of $3,685 for 2000.

     The average price of an equivalent barrel of oil received in 2001 was
$22.61, down from $27.18 received on average for 2000.

     (b)	Financial Condition and Liquidity.  Due to the Company's
recurring losses from operations, significant operating and administrative
expenses, current liabilities in excess of current assets, and a
stockholders' deficit of $1,499,084, the Company may lack sufficient capital
reserves and liquid or liquidatable assets to permit continued operations.

Disclosure Regarding Forward-Looking Statements

     This Annual Report on Form 10-KSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  All statements other than statements
of historical facts included in this Annual Report on Form 10-KSB regarding
reserve estimates, planned capital expenditures, future oil and gas
production and prices, future drilling activity, the Company's financial
position, business strategy and other plans and objectives for future
operations, are forward-looking statements.  Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct.  There are numerous uncertainties inherent in estimating quantities
of proved oil and natural gas reserves and in projecting future rates of
production and timing of development expenditures, including many factors
beyond the control of the Company.  Reserve engineering is a subjective
process of estimating underground accumulations of oil and natural gas that
cannot be measured in an exact way, and the accuracy of any reserve estimate
is a function of the quality of available data and of engineering and
geological interpretation and judgment.  As a result, estimates made by
different engineers often vary from one another.  In addition, results of
drilling, testing and production subsequent to the date of an estimate may
justify revisions of such estimate and such revisions, if significant, would
change the schedule of any further production and development drilling.
Accordingly, reserve estimates are generally different from the quantities of
oil and natural gas that are ultimately recovered.  Additional important
factors that could cause actual results to differ materially from the
Company's expectations include changes in oil and gas prices, changes in
regulatory or environmental policies, production difficulties, transportation
difficulties and future drilling results.  All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by such factors.


















<PAGE>

ITEM 7.  INDEX TO FINANCIAL STATEMENTS


  							                  PAGE
                                                            ----

  	Independent Auditors' Report	                         10

  	Consolidated Balance Sheet                             11

  	Consolidated Statements of Operations	           	 12

  	Consolidated Statements of Stockholders' Deficit     	 13

  	Consolidated Statements of Cash Flows	         	 14

  	Notes to Consolidated Financial Statements	     	 15





















































<PAGE>

                              Independent Auditors' Report


The Board of Directors and Stockholders
Petrol Industries, Inc. and Subsidiaries
Shreveport, Louisiana

We have audited the consolidated balance sheet of Petrol Industries, Inc. and
Subsidiaries as of December 31, 2002, and the related consolidated statements
of operations, stockholders' deficit, and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements.  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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Petrol
Industries, Inc. and Subsidiaries at December 31, 2002, and the results of
their consolidated operations and their cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that Petrol
Industries, Inc. and Subsidiaries will continue as a going concern.  As
discussed in Note 2 to the financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency that raises
substantial doubt about the entity's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


HEARD McELROY & VESTAL LLP

Shreveport, Louisiana
March 31, 2003













<PAGE>
<TABLE>
                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet

                              December 31, 2002

                 				ASSETS
<S>    					                     <C>
Current assets:
  Cash and cash equivalents		                     $     47,405
  Accounts receivable:
    Trade	                                                   33,246
    Other                                                       9,498
                                                           ----------
									         42,744

  Inventory                                 			   31,427
  Prepaid expenses  							    6,463
                                                           ----------
          Total current assets			              128,039
                                                           ----------
Property and equipment, at cost:
  Land		                                              7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method                    3,711,155
  Trucks and other operating equipment				  365,104
  Furniture and fixtures	                                 35,681
                                                           ----------
                                                	      4,118,940
  Less accumulated depreciation, depletion and
    amortization			                   		4,022,765
                                                           ----------
                                           	               96,175
                                                           ----------

Other assets				                            1,107
                                                           ----------

			                                        $   225,321
                                                           ==========
   	   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable		                            $    89,068
  Payable to interest owners						  341,789
  Payable to officer, net			                    942,705
  Notes payable                                               258,193
  Accrued expenses                     			         92,650
                                                           ----------
          Total current liabilities                         1,724,405
                                                           ----------
Stockholders' deficit:
  Preferred stock-no par value. Authorized 1,000,000
    shares; no shares issued or outstanding                       ---
  Common stock-$.10 par value. Authorized 10,000,000
    shares; issued and outstanding 1,597,196
    shares in 2002 and 2001 		                          159,720
  Accumulated deficit                                      (1,658,804)
                                                           ----------
          Total stockholders' deficit                      (1,499,084)
                                                           ----------

                                 			          $   225,321
                                                           ==========
</TABLE>
See accompanying notes to consolidated financial statements.










<PAGE>

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Consolidated Statements of Operations

                   Years ended December 31, 2002 and 2001

<TABLE>
                                              2002            2001
                                              ----            ----
<S>                                  	<C>               <C>
Revenues:
  Oil and gas sales		            $  416,315    	 519,486
  Other operating income	                32,543          27,823
                                            --------        --------
					               448,858         547,609
                                            --------        --------
Expenses:
  Lease operating expense                    507,152         506,926
  Severance taxes                             13,907          16,160
  General and administrative                 131,325         180,444
  Depreciation, depletion and
    amortization                              11,903          12,017
                                            --------        --------
                                             664,287         715,547
                                            --------        --------

          Operating income (loss)           (215,429)       (167,938)
                                            --------        --------
Other income and (expense):
  Gain on sale of assets                      38,307           5,740
  Interest and dividend income                   462             467
  Interest expense                           (61,738)        (43,941)
                                            --------        --------
                                             (22,969)        (37,734)
                                            --------        --------
          Loss before provision for
            income taxes                    (238,398)       (205,672)

Income tax                                       ---             ---
                                            --------        --------
          Net loss                    	$ (238,398)       (205,672)
                                            ========        ========

Net loss per share	              	$     (.15)           (.13)
                                            ========        ========



</TABLE>

See accompanying notes to consolidated financial statements.





















<PAGE>
                PETROL INDUSTRIES, INC. AND SUBSIDIARIES

     Consolidated Statements of Changes in Stockholders' Deficit

               Years ended December 31, 2002 and 2001

<TABLE>
                                              2002             	2001
                                              ----                ----
<S>     					      <C>                  <C>
Preferred stock:				     	$        ---                ---

Common stock:
  Balance at beginning of year                 159,720            159,720
  Retirement of stock                              ---                ---
                                            ----------         ----------
  Balance at end of year                       159,720            159,720
                                            ----------         ----------

Accumulated deficit:
  Balance at beginning of year              (1,420,406)        (1,214,734)
  Net loss                                    (238,398)          (205,672)
                                            ----------         ----------
  Balance at end of year                    (1,658,804)        (1,420,406)
                                            ----------         ----------

          Total stockholders' deficit     $ (1,499,084)        (1,260,686)
                                            ==========         ==========


</TABLE>







See accompanying notes to consolidated financial statements.


































<PAGE>

                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows

                    Years ended December 31, 2002 and 2001


<TABLE>

                                                    2002	      2001
                                                    ----          ----
<S>							      <C>            <C>
Operating activities:
  Net loss	                               	$ (238,398)    (205,672)
  Adjustments to reconcile net loss to cash
    provided (used) by operating activities:
      Depreciation, depletion and amortization      11,903       12,017
      Gain on sale of assets                       (38,307)      (5,740)
      (Increase) decrease in accounts receivable    (7,296)      26,451
      (Increase) decrease in inventory             (10,199)      19,925
      Decrease in prepaid expenses                  (2,216)      (1,357)
      Increase (decrease) in accounts payable
        and accrued expenses                        53,240       (3,162)
      Increase in payable to officer, net           55,807       54,646
      Increase in payable to interest owners         6,362        6,954
                                                  --------     --------
        Net cash used by operating activities     (169,104)     (95,938)
                                                  --------     --------
Investing activities:
  Capital expenditures                             (31,404)      (9,397)
  Proceeds from sale of property and equipment      40,590        5,740
                                                  --------     --------
       Net cash used by investing activities         9,186       (3,657)
                                                  --------     --------
Financing activities:
  Proceeds from gross borrowings                   163,900      105,056
  Repayments of gross borrowings                   (12,563)        (200)
                                                  --------     --------
       Net cash provided by financing
         activities                                151,337      104,856
                                                  --------     --------

Increase (decrease) in cash and cash equivalents    (8,581)       5,261
Cash and cash equivalents at beginning of year      55,986       50,725
                                                  --------     --------

Cash and cash equivalents at end of year    	$   47,405       55,986
                                                  ========     ========

</TABLE>
See accompanying notes to consolidated financial statements.



















<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

            Notes to Consolidated Financial Statements

                December 31, 2002 and 2001


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

    Principles of Consolidation - The consolidated financial statements
    include the accounts of Petrol Industries, Inc. and its Subsidiaries
    (the "Company"), all of which are wholly owned.  All significant inter-
    company transactions have been eliminated.

    Cash and Cash Equivalents - For purposes of reporting cash flows, cash
    and cash equivalents include cash on hand, demand deposits with banks
    or other financial institutions, and short-term, highly liquid
    investments with original maturities of three months or less.

    Inventory - Inventory consists of crude oil accumulated in the
    Company's own storage tanks and is valued at the posted market price at
    the end of the year.

    Property and Equipment - The Company's oil and gas producing activities
    are accounted for using the successful efforts method of accounting in
    accordance with Statement of Financial Accounting Standards No. 19.
    The costs incurred to acquire property (proved and unproved) and all
    development costs and exploratory costs that find proved oil and gas
    reserves are capitalized.  The costs of exploratory wells drilled are
    capitalized until determination is made as to whether such wells have
    found proved oil and gas reserves.  Upon final determination, such
    costs are charged to operations if no reserves are found or are
    capitalized as producing oil and gas properties.  Total cost
    capitalized for oil and gas-producing activities that exceed the
    estimated discounted future net cash flows related to oil and gas
    reserve quantities are charged to expense on a quarterly basis.

    During 1996, the Company adopted Statement of Financial Accounting
    Standards (SFAS) No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
    ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.  Management, after a
    review of relevant facts and circumstances, makes a determination whether
    an indication of impairment exists with respect to any asset or group of
    assets of the Company.  If impairment indicators are present, management
    assesses whether fair value or, if fair value is not determinable, the
    present value of the expected future cash flows from the operation of
    assets, including any proceeds from their eventual disposition, are at
    least equal to their carrying value.  Should future cash flows be less
    than the assets' carrying value, an impairment loss is recognized through
    a charge to operations and a reduction of the carrying value of the
    assets.  The impairment loss is based upon a determination of fair
    value or, if fair value is not determinable, the present value of the
    expected future cash flows from the operation of assets.

    Depreciation, Depletion and Amortization - Depreciation, depletion and
    amortization of producing oil and gas properties are provided under the
    unit-of-production method, comparing production to estimated proved
    developed oil and gas reserves.








<PAGE>
                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements
                                (continued)


    Other property and equipment are depreciated on a straight-line basis
    over their estimated useful lives.

    Income Taxes - The Company follows the provisions of Statement of
    Financial Accounting Standards No. 109 (SFAS 109), ACCOUNTING FOR INCOME
    TAXES, which requires the asset and liability method of accounting for
    income taxes.  Under this method, deferred tax assets and liabilities are
    determined based on differences between the financial statement
    carrying amounts and the tax basis of existing assets and liabilities
    and are measured using the enacted tax rates that are assumed will
    still be in effect when the differences are expected to reverse.  The
    effect on deferred taxes of a change in a tax rate is recognized in the
    statement of income for the period covering the enactment date.

    Use of Estimates - Management of the Company has made a number of
    estimates and assumptions relating to the reporting of assets and
    liabilities to prepare these financial statements in conformity with
    generally accepted accounting principles.  Actual results could differ
    from those estimates.

    Financial Instruments - Statement of Financial Accounting Standards No.
    107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires that
    the Company disclose estimated fair values for its financial instruments.
    Fair value estimates set forth below for the Company's financial
    instruments:

       Accounts receivable, accounts payable, payable to interest owners
       and accrued expense - The carrying amounts approximate fair value
       because of the short maturity of these instruments.

    The fair value estimates are made at a specific point in time, based on
    relevant market information and information about the financial
    instruments.  These estimates are subjective in nature and involve
    uncertainties and matters of significant judgment and therefore cannot
    be determined with precision.  Changes in assumptions could
    significantly affect the estimates.

(2) LIQUIDITY AND FINANCIAL CONDITION.

    Due to the Company's previous losses from operations, significant
    operating and administrative expenses, current liabilities in excess of
    current assets, and a stockholders' deficit of $1,499,084, the Company
    could lack sufficient capital reserves and liquid or liquidatable
    assets to permit a full year of operations.
















<PAGE>


              PETROL INDUSTRIES, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements
                             (continued)


    Management is examining available financing alternatives to enable it
    to remain operation.  These alternatives range from seeking outside
    equity capital to permit continued or expanded operations, with the
    hope of lowering average direct lifting costs, to shutting down all but
    minimal operations utilizing only a skeleton staff, putting the Company
    in a suspended state for as long as assets permit.  Management is also
    examining the possibility of realizing value for the Company's
    remaining assets, including, if necessary, dissolution.  The financial
    statements do not include any adjustments that might result from the
    outcome of this uncertainty.

(3) CASH SURRENDER VALUE LIFE INSURANCE.

    In 1993, the Company borrowed $78,666 against a life insurance policy.
    No payments were paid on the principal as of December 31, 1997;
    however, interest payments of $6,293 were made in 1997 and 1996.  The
    stated rate of interest was 8%.  There were no terms for repayment of
    the principal.  The outstanding loan amount was netted against the cash
    surrender value of the policy, which totaled $135,412 at December 31,
    1997.

    As of October 15, 1998, the Company canceled the life insurance policy
    described above, and obtained a net cash surrender value of $53,055.
    The transaction was accounted for on the Company's books as receiving a
    gross cash surrender value of $137,490 which was offset by the amount
    borrowed against the policy of $84,435, represented by principal of
    $78,666 and the related accrued interest of $5,769.

(4) INCOME TAXES.

    There was no income tax expense (benefit) reported for the years ended
    December 31, 2002 and 2001.

    The following table presents a reconciliation of the expected tax
    expense (benefit) using the statutory federal tax rates of 34% in 2001
    and 2000, and the Company's actual tax benefit:

                                                    2002       	2001
                                                    ----        ----
    Tax (benefit at the statutory
      federal rate		            	$ (81,055)   (69,928)
    Current year losses that provided no
      tax benefit			                     81,055     69,928
    Other, net			                           				        0      5,329
                                                  -------    -------
							     	$     ---        ---
                                                  =======    =======










<PAGE>

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                Notes to Consolidated Financial Statements
                               (continued)


    The tax effects of temporary differences that give rise to significant
    portions of the deferred tax assets and deferred tax liabilities at
    December 31, 2002 and 2001 are presented below.

     						                 2002         2001
                                                     ----         ----
    Deferred tax assets:
      Net property and equipment, principally
        due to differences in depreciation       $    27,000       28,000
      Accounts payable and accrued expenses	      71,000       52,000
      Tax net operating loss carryforward	           640,000      782,107
      Statutory depletion carryforward               428,000      458,000
                                                  ----------   ----------
        Total gross deferred tax assets		   1,166,000    1,320,107
        Less valuation allowance			  (1,166,000)  (1,320,107)
                                                  ----------   ----------
        Net deferred tax assets		       $       ---          ---
                                                  ==========   ==========

    Due to the Company's history of net operating losses and the
    uncertainties that affect the ultimate realization of the above
    deferred tax amounts, the Company has recorded a 100% valuation
    allowance applicable to these deferred tax assets.  The Company will
    periodically review the realizability of these assets and adjust the
    related valuation allowance as needed.

    The valuation allowance for deferred tax assets of approximately
    $1,166,000 at December 31, 2002, has decreased approximately $154,107
    (the same as the net increase in certain deferred tax assets) from the
    amount determined at January 1, 2002.  Any subsequently recognized tax
    benefits relating to the valuation allowance would be reported as a
    reduction of income tax expense in the consolidated statement of
    operations.

    The Company has federal tax net operating loss carryforwards of
    approximately $1,887,000, which expire between 2003 and 2022, which
    could be used to offset future federal taxable income.  The Company has
    a statutory oil and gas depletion carryforward of approximately
    $1,258,000, which has no expiration date.

    There were no taxes paid in 2002 and 2001.

(5) PAYABLE TO INTEREST OWNERS.

    The Company has recorded a payable totaling $341,789 to approximately
    100 individual owners of royalty, working interests, and/or overriding
    royalty interest as a result of proceeds it received in settling a
    dispute in a property, plus the undistributed net revenues since the
    settlement date in 1992.  The Company intends to distribute the funds
    when more accurate information is available regarding the amounts due
    to individual interest owners.












<PAGE>

                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                   (continued)

(6) BUSINESS AND CREDIT CONCENTRATIONS.

    The Company has been engaged in a single industry segment - drilling
    for and producing oil and gas on leased property located in the Caddo
    Pine Island Field, Greenwood Waskom Field, and the Shreveport Field,
    all in Caddo Parish, Louisiana.

    The Company is primarily involved in the production of oil, which is
    sold to approximately ten oil companies.  The Company had sales to two
    major customers in 2002 and 2001 as follows:

                       	       2002                  2001
                               ----                  ----

      	Customer 1	   $  32,000                35,000
	      Customer 2       350,000               415,000
                             -------               -------
                           $ 382,000   		   450,000
                             =======               =======

(7) NET LOSS PER SHARE.

    Net loss per share of common stock was computed on the weighted average
    number of share outstanding of 1,597,196 for 2002 and 2001,
    respectively.

(8) AFFILIATED PARTNERSHIPS.

    The Company serves as general partner in several limited partnerships
    engaged in exploration and production activities.  The Company is
    compensated for providing management and accounting services to the
    partnerships (see Note 9).  The Company also serves as operator on
    partnership wells and in connection therewith receives and disburses
    partnership funds.

    Indebtedness to partnerships for their portion of undistributed net
    revenue was approximately $16,241 at December 31, 2002, and is included
    in accounts payable.

(9) OTHER OPERATING INCOME.

    Other operating income for the years ended December 31, 2002 and 2001,
    consists of the following:

                                                  2002         2001
                                                  ----         ----
     Affiliated partnerships - operations
       and administration fee                  $  4,071        9,341
     Other						       28,472       18,482
                                                 ------       ------
					     		     $ 32,543       27,823
                                                 ======       ======













<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

            Notes to Consolidated Financial Statements
                         (continued)

(10) RELATED PARTY TRANSACTIONS.

     Payable to officer, net, consists of the following:

                                                  2002        2001
                                                  ----        ----

     Accrued salary plus interest		     $ 942,705     886,898
     Note payable to Company plus interest           ---         ---
     Advances                            	           ---         ---
                                                 -------     -------
					     	           $ 942,705     886,898
                                                 =======     =======

     Interest at a bank's prime rate is accruing on all accrued salary and
     unpaid interest thereon.  Interest cost included in expense during 2002
     and 2001 were $61,738 and $43,941, respectively.  The note payable
     represented a $35,000 note payable issued to the Company during 1995,
     repayable on demand; the loan bared interest at an annual rate of one-
     quarter of a percent in excess of prime rate of Citibank, N.A.
     Advances are non-interest bearing.  At December 31, 1998, the Company
     netted the note payable to the Company from the officer and the
     advances from the officer against the amount which the Company owned
     the officer in accrued salary and interest.

(11) CONTINGENCIES.

     The Company is involved in various claims and legal actions arising in
     the ordinary course of business.  In the opinion of management, the
     ultimate disposition of these matters will not have a material adverse
     effect on the Company's consolidated financial position, results of
     operations or liquidity.

(12) NOTES PAYABLE.

     The Company obtained a note payable from an individual for an amount
     not to exceed $200,000, currently $87,437 as of December 31, 2002.
     The note bears interest at 10.75% and is due and payable, including any
     unpaid interest and principal, on December 31, 2003.  The note is
     secured by a multiple obligations mortgage on mineral rights either
     currently owned or hereinafter acquired by the Company.

     The Company obtained a note payable from an individual for an amount
     not to exceed $200,000, currently $156,756 as of December 31, 2002.
     The note bears interest at 8.00% and is due and payable, including any
     unpaid interest and principal, on December 31, 2003.  The note is
     secured by a multiple obligations mortgage on mineral rights either
     currently owned or hereinafter acquired by the Company

     The Company issued a note payable to an individual under an "Act of
     Compromise and Release" for the purchase of the individual's interest
     in the Company's producing leases.  The individual was paid $6,000 in
     cash, and issued a note in the amount of $24,000, currently $14,000 as
     of December 31, 2002.  The note is payable in 48 monthly installments





<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

            Notes to Consolidated Financial Statements
                         (continued)

     of $500, commencing June 1, 2002, with interest of 8.00% due only
     from the maturity date of the note until paid.  The producing leases
     purchased by the Company secure the note.
















                             * * * * *








<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

               Supplemental Oil and Gas Information
                            (unaudited)


                OIL AND GAS PRODUCING ACTIVITIES

Information shown in Schedule 1 through 4 are presented in accordance with
Statement of Financial Accounting Standards No. 69, DISCLOSURES ABOUT OIL AND
GAS PRODUCING ACTIVITIES.

Capitalized Costs Relating to Oil and Gas Producing Activities -
Schedule 1

This schedule presents the capitalized costs of proved oil and gas properties
along with the applicable accumulated depreciation, depletion, and
amortization.

Costs Incurred in Oil and Gas Property Acquisition, Exploration, and
Development Activities - Schedule 2

This schedule presents costs incurred to oil and gas producing activities by
type of expenditure.

Estimated Net Quantities of Proved Oil and Gas Reserves - Schedule 3

All of the Company's oil and gas reserves are located in one geographic area
within the continental United States.  Reserves cannot be measured exactly
since reserve estimates involve many subjective judgments and must be
reviewed periodically and adjusted to reflect additional information gained
from reservoir performance, new geological and geophysical data, and economic
changes.

Proved reserves are those quantities of oil and gas that appear with
reasonable certainty to be recoverable in the future from known reservoirs
under existing economic and operating conditions at that time.  As additional
information becomes available or conditions change, estimates must be
revised.  Significant declines in the price of crude oil or significant
technological changes may render these reserves to be uneconomical to
develop.  The last analysis of geological and engineering data performed by
the Company to estimated proved reserves was performed in 1974.  As a result
of the financial condition of the Company and the significant length of time
that has expired since the last engineering analysis, proved undeveloped
reserves have been omitted from Schedule 3.

Proved developed reserves are those quantities of proved oil and gas reserves
that are recoverable through existing wells within existing equipment and
operating methods.  The last analysis of geological and engineering data
performed by the Company to estimated proved developed reserves was performed
as of January 1, 1989.  Since 1989, changes in proved developed reserves have
been made for the results of annual production volumes.













<PAGE>

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Supplemental Oil and Gas Information
                              (unaudited)


Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Oil and Gas Reserve Quantities - Schedule 4

Estimated future net cash flows were determined by summing yearly future cash
inflows computed by applying year-end prices (approximately $25.76 per barrel
for oil at December 31, 2002) to estimated quantities of proved developed
reserves as of each year-end.  Oil prices have increased slightly in early
2003 from year-end levels.  The estimated future production costs were
deducted based on the assumed continuation of the cost levels and economic
conditions existing at the respective year-end.  Income taxes are not
included due to the Company not being in a tax paying position.  The future
net cash flows were then discounted at 10%.

The Company cautions readers that the standardized measure information, which
places a value on proved reserves, is not indicative of either fair market
value or present value of future cash flows.  Other logical assumptions could
have been used for this computation, which would likely have resulted in
significantly different amounts.  This information is disclosed in accordance
with Statement No. 69 solely to provide readers with a common base for uses
in preparing their own estimates of future cash flows and for comparing
reserves among companies.  Management of the Company does not rely on the
computations in Schedule 4 when making investment and operating decisions.

Schedule 4 also presents a summary of the principal sources of change in the
standardized measure of discounted future net cash flows for the years 2002
and 2001.
































<PAGE>

                                                                 SCHEDULE 1

                 PETROL INDUSTRIS, INC. AND SUBSIDIARIES

                  Capital Costs Relating to Oil and Gas
                          Producing Activities

                      December 31, 2002 and 2001
                              (unaudited)



	 	                              2002          2001
                                          ----          ----

Proved properties		           	 $  3,711,155     4,131,447
Other                      		      365,104       357,773
                                       ----------    ----------
						    4,076,259     4,489,220
Accumulated depreciation, depletion
  and amortization			    3,990,664     4,419,533
                                       ----------    ----------

Net capitalized costs           	 $     85,895        69,687
                                       ==========    ==========




NOTE:  Included in capitalized costs at December 31, 2002 and 2001, is
$746,941, representing contributions of capital costs made by the Company to
affiliated limited partnerships pursuant to various partnership agreements.






































<PAGE>

                                                                  SCHEDULE 2

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

            Costs Incurred in Oil and Gas Property Acquisition,
                 Exploration, and Development Activities

                 Years ended December 31, 2002 and 2001
                                (unaudited)





                                             2002          2001
                                             ----          ----

Developmental Costs	                   $ 31,404         9,397
                                            =======       =======














































<PAGE>

                                                                 SCHEDULE 3

                  PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                        Estimated Net Quantities of
                    Proved Developed Oil and Gas Reserves

                    Years ended December 31, 2002 and 2001
                                  (unaudited)



                                                2002             	2001
                                               Barrels           Barrels
                                                of Oil            of Oil
                                               -------           -------

Proved developed reserves:
  Beginning of year			           122,082           144,628
  Production                                   (17,960)          (22,546)
  Sale of minerals in place                    (49,358)              ---
  Revisions, extensions and discoveries            ---               ---
                                               -------           -------

End of year                                     54,764           122,082
                                               =======           =======




NOTE:  The proved developed reserves are all located within the United
States.  Proved developed reserves have been included since they are
economically the most appropriate estimate of reserves to include in the
schedule.


































<PAGE>


                                                                  SCHEDULE 4

                     PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                Standardized Measure of Discounted Future Net Cash
                 Flows Relating to Proved Oil and Gas Quantities

                       Years ended December 31, 2002 and 2001
                                       (unaudited)


                                             2002            2001
                                             ----            ----
                                                (in thousands)

Future cash inflows                   	$  1,411           2,000
Future production and development cost      (1,547)         (2,744)
Future income tax (expense) benefit            ---             ---
                                            ------          ------

Future net cash flows (deficit)               (136)           (744)
10% annual discount for estimated
  timing of cash flows (deficit)                18             127
                                            ------          ------

Standardized measure of discounted
  future net cash flows (deficit)      	$   (118)           (617)
                                            ======          ======


Principal sources of changes in the standardized measure of discounted future
net cash flows for the years shown:

                                             2002            2001
                                             ----            ----
                                                (in thousands)

Net changes in prices and production
  cost, including excise taxes        	$    417          (1,774)
Sales and transfers of oil and gas
  produced, net of production costs             91             (13)
Net change due to revisions, extensions,
  and discoveries                              ---             ---
Net change due to purchase (sale) of
  minerals-in-place                            ---             ---
Development cost incurred during the
  period                                        31               9
Accretion of discount                          (62)             95
Change in production rates (timing)
  and other                                     22             120
                                            ------          ------

                                 	     	$    499          (1,563)
                                            ======          ======

NOTE:  The proved and proved developed reserves are located within the United
States.











<PAGE>


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


     	   Not applicable.



























































<PAGE>

                              PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)	The Directors of Petrol are as follows:

                                Position with the Company
                                 and Business Experience         Director
Name                  Age        During Past Five Years           Since
----                  ---       -------------------------        --------

Joseph M. Rodano       66       Chairman of the Board of           1972
                                Directors, President and
                                Chief Executive Officer of
                                Petrol since 1972; Treasurer
                                of Petrol since 1980; Assistant
               			              Secretary since March 1996

Robert M. Bontempi     71       Director, Retired; Bond            1972
                                Salesman, Thomson McKinnon
                                Securities, 1983-1988.

Arlys C. Milan         48       Vice President of Petrol           1994
                                since 1990; Office Manager
                                for more than 4 years prior
                                thereto; elected to Board of
                                Directors in August, 1994.

     All Directors serve until the next annual meeting of stockholders and
until their successors are duly elected and qualify.

     (b) The chief executive officers and four most highly compensated
executive officers of the Company are as follows:

                                      Position with the Company and Business
Name                     Age          Experience During Past Five Years
----                     ---          --------------------------------------

Joseph M. Rodano         66            See "Directors" above.

Arlys C. Milan           48            See "Directors" above.

     All Officers serve at the pleasure of the Board of Directors.

(c)  Significant Employees.

     None.

(d) 	Family Relationships.

     None.












<PAGE>


(e) 	Business Experiences.

     See (a) and (b) above.

(f) 	Involvement in Legal Proceedings.

     Not applicable to any person listed in (a) or (b) above.

     The Company has no standing audit, nominating or compensation
committees, or committees performing similar functions.  The Board of
Directors met once in 2000.


ITEM 10.  EXECUTIVE COMPENSATION AND OTHER INFORMATION.

Summary of Cash and Certain Other Compensation
----------------------------------------------

     The following table shows, for the two most recently ended fiscal years
ended December 31, the cash compensation paid or accrued for those years to
the Chief Executive Officer of the Company who is the only one among the four
most highly compensated executive officers of the Company whose aggregate
annual salary and bonus paid in compensation for services rendered in all the
capacities in which he served exceeded $100,000 for the Company's last fiscal
year:

                               SUMMARY COMPENSATION TABLE
<TABLE>

                                                                               Long-Term Compensation
                                      Annual Compensation                      Awards         Payouts
                           __________________________________________  ________________________________
Name and                                                               Restricted                         All Other
Principal                                              Other Annual      Stock     Options/    LTIP      Compensation
Position                   Year  Salary($)  Bonus($)  Compensation($)  Awards($)   SARs(#)   Payouts($)       ($)
---------                  ----  ---------  --------  ---------------  ----------  --------  ----------  ------------
<S>                        <C>    <C>       <C>       <C>              <C>         <C>        <C>         <C>
Joseph M. Rodano,
President, Chief           2001   12,000       -            -                -         -         -              -
Executive Officer and      2002   12,000       -            -                -         -         -              -
Chairman of the Board
</TABLE>


Stock Option Grants
-------------------

     There were no grants of stock options/SARs made during the fiscal year
ended December 31, 2002 and 2001 to Mr. Rodano.

                  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>

                         Individual Grants
________________________________________________________
                   Percent of                              Potential Realizable Value
                     Total                                 at Assumed Annual Rates        (Alternative to
                    Options/                               of Stock Price Appreciation   Potential Realizable
                     SARs                                     For Option Term               Value)
       Options/    Granted to                              ___________________________   ____________________

         SARs      Employees     Exercise
       Granted     in Fiscal    Base Price    Expiration                                    Grant Date
Name     (#)         Year         ($/Sh)         Date          5%($)       10%($)         Present Value $
----   --------    ----------   ----------    ----------       -----       ------         ---------------
<C>    <C>         <C>          <C>           <C>              <C>         <C>            <C>

                                              NOT APPLICABLE


</TABLE>



<PAGE>

Stock Option Exercises
----------------------

     Mr. Rodano did not exercise any stock options during the fiscal year
ended December 31, 2002 or 2001 and did not have any unexercised options at
the fiscal year-end.

<TABLE>
              AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                         AND FY-END OPTION/SAR VALUES

 									                                                          Value of Unexercised
                                     Number of Unexercised             In-the-Money
         Shares                         Option/SARs at                Option/SARs at
        Acquired                           FY-End(#)                     FY-End ($)
          on           Value       ___________________________   ___________________________
Name   Exercise(#)   Realized($)   Exercisable   Unexercisable   Exercisable   Unexercisable
----   -----------   -----------   -----------   -------------   -----------   -------------
<C>    <C>           <C>           <C>           <C>             <C>           <C>

                                   Not Applicable

</TABLE>

Long-Term Incentive Plan Awards in Last Fiscal Year
---------------------------------------------------

     There were no awards made in the fiscal year ended December 31, 2002 and
2001 to Mr. Rodano under any form of Company LTIP (w/incentives spanning more
than one fiscal year).

<TABLE>
                   LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

                                         Estimated Future Payouts Under Non-Stock
        Number of     Performance or               Price-Based Plans
          Shares       Other Period      ________________________________________
         Units or         Until          Threshold           Target       Maximum
       Other Rights   Maturation or      ($ or #)           ($ or #)      ($ or #)
Name       (#)           Payout
----   ------------   --------------     ---------          --------      --------
<C>    <C>            <C>                <C>                <C>           <C>

                      Not Applicable
</TABLE>

     Except as described above, no annuity, pension or retirement benefits,
plans for cash or non-cash compensation or other existing plans or
arrangement for remunerating officers and directors, other than salary, are
presently in effect.  The Company does not have any stock option, stock
appreciation or other form of incentive plan or arrangement for its
management or employees.

    Non-management directors were paid an annual fee of $800 in 1995, with
the remainder of the fees being accrued.  Fees were accrued in 1996, but none
have been accrued since that date.

    There are no retirement, resignation or termination arrangements with
executive officers due to change in control of the Company, or for any other
reason.















<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)	The following table sets forth, as of March 31, 2003, information
concerning the beneficial ownership of Petrol's Common Stock by each person
who is known by management to own beneficially more than 5% of such
securities:

             Name of               Amount and Nature              Percent
          Beneficial Owner       of Beneficial Ownership         of Class
          ----------------       -----------------------         --------

          Joseph M. Rodano           576,325 (direct)              36.0%

     (b)	The following table sets forth, as of March 31, 2003, information
concerning the beneficial ownership of voting securities of the Company by
all current directors individually, by the Chief Executive Officer and the
four next most highly compensated officers, and by all directors and officers
as a group:

             Name of                 Amount and Nature           Percent
          Beneficial Owner         of Beneficial Ownership       of Class
          ----------------         -----------------------       --------

          Joseph M. Rodano             576,325 (direct)           36.0%

          Robert M. Bontempi                 0                     0.0%

          Arlys C. Milan                     0                     0.0%


     (c)	Changes in Control.  There are no arrangements known to the
Company, including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change in control
thereof.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a) 	Transactions with Management and Others.

          Not applicable.

     (b)	 Certain Business Relationships of Directors.

          Not applicable.

     (c) 	Indebtedness of Management in excess of $60,000.

          Not applicable.

     (d) 	Transactions with Promoters.

          Not applicable.














<PAGE>


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


     1.	Exhibits:

        3(a)	Certificate of Incorporation of the Company, and amendments
        thereto (Filed as Exhibit 3(a) to the Company's 1981 Annual
        Report on Form 10-K and incorporated herein by reference).

        3(b)  By-laws of the Company (Filed as Exhibit 3(b) to the
        Company's 1981 Annual Report on Form 10-K and incorporated
        herein by reference).

        10(a) Compromise Agreement between Petrol Industries, Inc. and
        Enron Oil Trading & Transportation Company dated as of
        November 30, 1992 (contained in the Company's 1992 Annual
        Report on Form 10-K).

        10(b) Compromise Agreement between and among Petrol Industries,
        Inc., Oryx Energy Company and Enron Oil Trading &
        Transportation Company dated as of November 30, 1992
        (contained in the Company's 1992 Annual Report on Form 10-K).

        22	Subsidiaries of the Company (Filed as Exhibit 22 to
        Registrant's 1981 Annual Report on Form 10-K and
        incorporated herein by reference).

     2.	Reports on Form 8-K:

        None filed during the last quarter of 2001.































<PAGE>


                               SIGNATURES
                               ----------

     Pursuant to the requirements of Section 13 of 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.


                             		   PETROL INDUSTRIES, INC.



March  31 , 2003		            By:       S/Joseph M. Rodano
                                       ---------------------------------
                             			   Joseph M. Rodano
						      President and Treasurer


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



March  31, 2003				           s/Joseph M. Rodano
                                       ---------------------------------
                              	   Joseph M. Rodano - Director



March  31, 2003				           s/Robert Bontempi
                                       ---------------------------------
                                	   Robert Bontempi - Director



March  31, 2003 		                      s/Arlys C. Milan
                                       ---------------------------------
                                	   Arlys C. Milan - Director









<PAGE>

                                    CERTIFICATION
                                    -------------

I, Joseph M. Rodano, certify that:

     1.  I have reviewed this Annual Report on Form 10-KSB of Petrol
         Industries, Inc.;

     2.  Based on my knowledge, this Annual Report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this Annual
         Report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this Annual Report, fairly present in all
         material respects the financial condition, results of operations
         and cash flows of the registrant as of, and for, the periods
         presented in this annual report;

     4.  The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
         and have:

         a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors and
         the audit committee of registrant's Board of Directors (or persons
         performing the equivalent fuctions):

         a) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weakness in
            internal controls; and

         b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

     6.  The registrant's other certifying officers and I have indicated in
         this annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

DATE:     March 31, 2003                        s/Joseph M. Rodano
                                           ---------------------------------
                                           Joseph M. Rodano
                                           President

<PAGE>
CERTIFICATION
                                    -------------

I, Joseph M. Rodano, certify that:

     1.  I have reviewed this Annual Report on Form 10-KSB of Petrol
         Industries, Inc.;

     2.  Based on my knowledge, this Annual Report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this Annual
         Report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this Annual Report, fairly present in all
         material respects the financial condition, results of operations
         and cash flows of the registrant as of, and for, the periods
         presented in this annual report;

     4.  The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
         and have:

         a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors and
         the audit committee of registrant's Board of Directors (or persons
         performing the equivalent fuctions):

         a) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weakness in
            internal controls; and

         b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

     6.  The registrant's other certifying officers and I have indicated in
         this annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

DATE:     March 31, 2003                        s/Arlys C. Milan
                                           ---------------------------------
                                           Arlys C. Milan
                                           Secretary