<PAGE>
                                      FORM 10-KSB/A

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

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

                      For the fiscal year ended December 31, 2004

                                           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          NANE 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.     [XX]

State the issuer's revenues for its most recent fiscal year:  $805,039.

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, 2004 was $2,236,075.

    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, 2004 was 1,597,196.

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


                          DOCUMENTS INCORPORATED BY REFERENCE:   None
                                      Page 1 of 38 Pages
                                    Index Appears at Page 8


<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, 2004, Petrol's leases contained 8 completed gas
wells, 18 completed wells producing oil and gas, and 142 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 130 wells producing oil or oil and gas are
currently being operated.  The Company expects that if received oil
prices justify the expenditure, 20 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 at current oil prices.  During the
course of 2004, the Company disposed of three of its leases 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 2003,
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 drilling program had a gross production of 26,766 barrels of oil
and 4,910 MCF of gas, and production, net to Petrol, of 26,695 barrels
of oil and 4,910 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 2004, the
average price received by Petrol for its oil (including wells owned by the
various partnerships) was $38.57 per barrel of oil and $4.93 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 2004 and 2003, approximately $81,415 and
$104,534 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.  As of December 31, 2003, the 1983 limted partnership and 1984
limited partnership ceased all operations and activity in these
partnerships was terminated.

     The Company received 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 2003 or 2002.

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.  Genesis Crude Oil, LP accounted for 92.4% of
the Company's 2004 oil sales.  Approximately six (6) other customers account
for the balance of the Company's sales.  Petrol is not a party to any long-
term 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 21 to 22 and Schedules 3 and 4 at Pages 25 to 26,
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
2004.

     d.  PRODUCTION.  For the years ended December 31, 2004 and 2003,
the average sales price (including transfers) per unit of oil produced
was $38.57 and $27.52, respectively, and the average production cost (lifting
cost) per unit of production for oil was $31.40 and $23.33, respectively.

     e.  PRODUCTIVE WELLS AND ACREAGE.  As of December 31, 2004, the Company
held the following productive wells and developed acres:

                                            Oil       Gas     Oil & Gas
                                            ---       ---     ---------
        (i)    Gross Productive Wells        142        8        18
        (ii)   Net Productive Wells          137        1.2      10.5
        (iii)  Gross Developed Acres       3,631    1,310       958
        (iv)   Net Developed Acres         1,892.7     66       179.5

     f.  UNDEVELOPED ACREAGE.  As of December 31, 2004, the Company held the
following undeveloped acreage:

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

     g.  DRILLING ACTIVITY.  No drilling activity occurred in 2004 or 2003.

     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.

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, 2003,
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
                                         ________             _______
            2003
            ----
     1st Quarter                           5/32                 1/16
     2nd Quarter                           1/2                  1/16
     3rd Quarter                           5/32                 1/16
     4th Quarter                           5/32                 3/32

           2004
           ----
     1st Quarter                           3/4                  3/32
     2nd Quarter                           9/32                 1/8
     3rd Quarter                           1/2                  1/8
     4th Quarter                           1/2                  3/32

           2005
           ----
     1st Quarter thru March 29 		   4.00                 3/32

     On March 29, 2005, there were 3,571 holders of record of its common
stock.

     No dividends were declared or paid during 2004 or 2003 and the Company has
no present intention to pay cash dividends in the foreseeable future.

     During the course of 2004, Joseph M. Rodano, President and Treasurer of
Petrol, as well as a member of its Board of Directors, purchased a total of
23,400 shares Common Stock, $.10 par value per share, of Petrol Industries,
Inc.  Each purchase was, in each case, made in an open-market transaction.
All of the shares purchased by Mr. Rodano were purchased with his personal
funds.

<PAGE>

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

     (a)  RESULTS OF OPERATIONS.  The Company continues to endeavor a loss
from operations, coupled with a decrease in production for 2004, as overall
production decreased by 26.5% (19,685 barrels vs. 26,766 barrels) from 2003.
This decrease in gross production is offset by an increase in received oil
prices.  The average price of an equivalent barrel of oil received in 2004
was $38.57, up from $27.52 received on average for 2003.

     The decrease in production when offset with the continued increase in
received oil prices resulted in a net income to the Company of $57,433, or
$.04 per share, on revenues of $805,039.  The net loss to the Company was
$19,733, or ($.01) per share, on revenues of $763,846 for the year ended
December 31, 2003.

     The net loss from operations (before other income/expense items) was
$40,984 for 2004 as compared to a net loss of $85,021 for 2003, or a decrease
in the loss from operations of 51.8% 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
2004 and prior year operations eroded the cash and cash equivalents of
the Company, as the liquid assets were being used to fund current operations.
With the increase in crude oil and natural gas prices, the Company's cash
position has improved in 2004.  Current liabilities continue to exceed
current assets by $1,548,536 and stockholders' deficit was $1,461,384 for
the year ended December 31, 2004.

     Management is examining available financing alternatives to enable
it to remain in operation.  These alternatives range from seeking out-
side 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,
2004, 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>

2003 COMPARED TO 2002

     (a)  RESULTS OF OPERATIONS.  The Company continued to endeavor a loss
from operations, but showed an increase in production for 2003, as overall
production increased 49.0% from 2002.  This increase in gross production
aided by an increase in received oil prices.  The average price of an
equivalent barrel of oil received in 2003 was $27.52, up from $22.92
received on average for 2002.  The increase in production when
associated with the increase in received oil prices resulted in a net loss to
the Company of $19,733, or $.01 per share, on revenues of $763,846.

     The net loss from operations (before other income/expense items) was
$85,021 for 2003 as compared to a net loss of $215,429 for 2002, or a
decrease in the loss from operations of 61% over the prior year's operations.

     (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 $1,518,817, 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		                9

	Consolidated Balance Sheet                             10

	Consolidated Statements of Operations                  11

	Consolidated Statements of Stockholders' Deficit       12

	Consolidated Statements of Cash Flows                  13

	Notes to Consolidated Financial Statements             14



<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, 2004, 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 the standards of the Public Company
Accounting Oversight Board (United States).  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, 2004, and the results of
their consolidated operations and their cash flows for the year then ended,
in conformity with United States generally accepted accounting principles.

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, 2005

<PAGE>
<TABLE>

                            PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                                 Consolidated Balance Sheet

                                      December 31, 2004


				     ASSETS
                                     ------

                                                        <c>
Current assets:
  Cash and cash equivalents                                $     89,762
  Accounts receivable:
    Trade                                                        27,470
    Other                                                         9,498
                                                             ----------
                                                                 36,968

  Inventory                                                      33,357
  Prepaid expenses                                                2,849
                                                             ----------
          Total current assets			                162,936
                                                             ----------
Property and equipment, at cost:
  Land				                                  7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method                      3,138,401
  Trucks and other operating equipment                          363,215
  Furniture and fixtures	                                 36,306
                                                             ----------
							      3,544,922
  Less accumulated depreciation, depletion and
    amortization                                              3,458,877
                                                             ----------
							         86,045
                                                             ----------
Other assets						          1,107
                                                             ----------
							   $    250,088
                                                             ==========
	LIABILITIES AND STOCKHOLDERS' DEFICIT
      -------------------------------------
Current liabilities:
  Accounts payable                                         $     43,460
  Payable to interest owners                                    324,871
  Payable to officer, net                                     1,057,225
  Notes payable                                                 189,756
  Accrued expenses                     			         96,160
                                                             ----------
          Total current liabilities                           1,711,472
                                                             ----------
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 2004 and 2003                                     159,720
  Accumulated deficit                                        (1,621,104)
                                                             ----------
          Total stockholders' deficit                        (1,461,384)
                                                             ----------
							   $    250,088
                                                             ==========

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

<PAGE>
<TABLE>


                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                         Consolidated Statements of Operations

                         Years ended December 31, 2004 and 2003


                                                  2004            2003
                                                  ----            ----

                                           <c>              <c>
Revenues:
  Oil and gas sales                           $  776,600         753,700
  Other operating income                          28,439          10,146
                                                --------        --------
				                 805,039         763,846
                                                --------        --------
Expenses:
  Lease operating expense                        618,013         624,365
  Severance taxes                                 29,871          33,297
  General and administrative                     185,689         170,489
  Depreciation, depletion and
    amortization                                  12,450          20,716
                                                --------        --------
                                                 846,023         848,867
                                                --------        --------

          Operating loss                         (40,984)        (85,021)
                                                --------        --------
Other income and (expense):
  Gain on sale of assets                         148,144         133,500
  Interest and dividend income                       740              71
  Other income                                    12,400             ---
  Interest expense                               (62,867)        (68,283)
                                                --------        --------
                                                  98,417          65,288
                                                --------        --------
          Income (loss) before provision for
            income taxes                          57,433         (19,733)
                                                --------        --------

Income tax                                           ---             ---
                                                --------        --------

          Net income (loss)                   $   57,433         (19,733)
                                                ========        ========

Net income (loss) per share                   $      .04            (.01)
                                                ========        ========


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


<PAGE>
<TABLE>

                     PETROL INDUSTRIES, INC. AND SUBSIDIARIES

               Consolidated Statements of Changes in Stockholders' Deficit

                        Years ended December 31, 2004 and 2003


                                                2004               2003
                                                ----               ----

                                       <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              (1,658,804)        (1,658,804)
  Net income (loss)                             57,433            (19,733)
                                            ----------         ----------
  Balance at end of year                    (1,621,104)        (1,678,537)
                                            ----------         ----------

          Total stockholders' deficit     $ (1,461,384)        (1,518,817)
                                            ==========         ==========


See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>

                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                         Consolidated Statements of Cash Flows

                         Years ended December 31, 2004 and 2003


                                                         2003        2002
                                                         ----        ----

                                                 <c>            <c>
Operating activities:
  Net income (loss)                                 $   57,433      (19,733)
  Adjustments to reconcile net loss to cash
    provided (used) by operating activities:
      Depreciation, depletion and amortization          12,450       20,717
      Gain on sale of assets                          (148,144)    (133,500)
      (Increase) decrease in accounts receivable        39,032      (33,256)
      (Increase) decrease in inventory                  (6,676)       4,746
      (Increase) decrease in prepaid expenses            4,634       (1,020)
      Decrease in accounts payable
        and accrued expenses                           (30,631)     (11,467)
      Increase in payable to officer, net               57,490       57,030
      Increase (decrease) in payable to
        interest owners 			        14,823      (31,741)
                                                      --------     --------
        Net cash provided (used) by operating
          activities                                       411     (148,224)
                                                      --------     --------
Investing activities:
  Capital expenditures                                 (10,729)     (22,817)
  Proceeds from sale of property and equipment         155,006      137,147
                                                      --------     --------
       Net cash provided by investing
         activities                                    144,277      114,330
                                                      --------     --------
Financing activities:
  Proceeds from gross borrowings                           ---       25,000
  Repayments of gross borrowings                       (80,000)     (13,437)
                                                      --------     --------
       Net cash provided (used) by
         financing activities                          (80,000)      11,563
                                                      --------     --------

Increase (Decrease) in cash and cash equivalents        64,688      (22,331)

Cash and cash equivalents-beginning of year             25,074       47,405
                                                      --------     --------

Cash and cash equivalents-end of year               $   89,762       25,074
                                                      ========     ========


See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

                           PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                          Notes to Consolidated Financial Statements

                                  December 31, 2003 and 2002

 (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 DISPOED 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.


<PAGE>

                           PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                          Notes to Consolidated Financial Statements

                                  December 31, 2003 and 2002


      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. 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, 2004 and 2003.

      The following table presents a reconciliation of the expected tax
      expense (benefit) using the statutory federal tax rates of 34% in 2004
      and 2003, and the Company's actual tax benefit:

                                                   2004       2003
                                                   ----       ----
      Tax (benefit) at the statutory
        federal rate				$ 19,527     (6,709)

      Current year losses that provided no
        tax benefit			         (19,527)     6,709

      Other, net                                       0          0
                                                  ------    -------
						$    ---        ---
                                                  ======    =======

<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, 2004 and 2003 are presented below.

			                               2004         2003
      Deferred tax assets:                             ----         ----
        Net property and equipment, principally
          due to differences in depreciation	  $    30,000       27,000
        Accounts payable and accrued expenses	      110,000       90,000
        Tax net operating loss carryforward	      596,000      628,000
        Statutory depletion carryforward              487,000      448,000
                                                   ----------   ----------
        Total gross deferred tax assets		    1,223,000    1,193,000
        Less valuation allowance		   (1,223,000)  (1,193,000)
                                                   ----------   ----------
        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
      $1,193,000 at December 31, 2004, has increased approximately $27,000
      (the same as the net increase in certain deferred tax assets) from the
      amount determined at January 1, 2004.  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 $1,849,000, which expire between 2004 and 2023, which
      could be used to offset future federal taxable income.  The Company has
      a statutory oil and gas depletion carryforward of approximately
      $1,318,000, which has no expiration date.

      There were no taxes paid in 2004 and 2003.

 (5)  PAYABLE TO INTEREST OWNERS.

      The Company has recorded a payable totaling $324,871 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 2004 and 2003 as follows:

				 2004	 	    2003
                                 ----               ----

	Customer 1	      $ 727,717           227,395
	Customer 2          	 22,707           421,636
                                -------           -------
                     	 	750,424           649,031
                                =======           =======

 (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 2004 and 2003,
      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 $3,131 at December 31, 2004, and is included
      in accounts payable.

 (9)  OTHER OPERATING INCOME.

      Other operating income for the years ended December 31, 2004 and 2003,
      consists of the following:

                                                2004         2003
                                                ----         ----
      Affiliated partnerships - operations
        and administration fee               $    ---          ---
      Other                                    28,439       10,146
                                               ------       ------
	                                     $ 28,439       10,146
                                               ======       ======

<PAGE>
                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements
                                     (continued)


(10)  RELATED PARTY TRANSACTIONS.

      Payable to officer, net, consists of the following:

                                                    2004        2003
                                                    ----        ----
      Accrued salary plus interest		$ 1,057,225    999,735
      Note payable to Company plus interest             ---        ---
      Advances					        ---        ---
                                                  ---------    -------
						$ 1,057,225    999,735
                                                  =========    =======

      Interest at a bank's prime rate is accruing on all accrued salary and
      unpaid interest thereon.  Interest cost included in expense during 2004
      and 2003 were $62,867 and $68,283, respectively.  The note payable
      represented a $35,000 note payable issued to the Company during 1995,
      repayable on demand; the loan bore 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 that 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.

      As of October 11, 2004, Petrol Industries, Inc. was under a Compliance
      Order with the Louisiana Department of Natural Resources (LDNR)
      regarding the breach of saltwater to the surface on one (1) of Petrol's
      wells.  Under this order, Petrol has been assessed civil fines and
      penalties of approximately $20,000.  The Company has filed for abatement
      and removal of the fines/penalties assessed by the LDNR, contingent upon
      Petrol drilling a monitoring water well next to the well in question.
      This monitoring well will test the vertical and horizontal extent of the
      contamination, and its effect on ground water in the exposed area.  As
      of the date of these financial statements, the Company has not completed
      the monitoring well.

(12)  NOTE PAYABLE.

      The Company obtained a note payable from an individual for an amount
      not to exceed $200,000, currently $0.00 as of December 31, 2004.  The
      note bears interest at 10.75% and was due and payable, including any
      unpaid interest and principal, on December 31, 2004.  The note was
      secured by a multiple obligations mortgage on mineral rights either
      currently owned or hereinafter acquired by the Company.


<PAGE>

                     PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements
                                    (continued)



      The Company obtained a note payable from an individual not to exceed
      $200,000, currently $181,756 as of December 31, 2004.  The note bears
      interest at 8.00% and is due and payable, including any unpaid interest
      and principal, on December 31, 2004.  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 $24,000 for
      his interest, payable as $6,000 in cash at signing, and issued a note
      in the amount of $18,000, currently $8,000 as of December 31, 2004.
      The note is payable in 48 monthly installments 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.

(13)  SUBSEQUENT EVENT(S).

      Effective March 30, 2005, the Company has reached an agreement with SHWJ
      Oil & Gas, Inc., a Texas corporation, to sell 1,240,612 shares of
      Petrol's authorized common stock to SHWJ in a private placement at
      $.40 per share, for a total purchase price of $496,244.  SHWJ is a
      privately held company engaed in the exploration and development of oil
      and gas properties in the United States.  Concurrently with its
      acquisition of common stock from Petrol, SHWJ has also agreed to acquire
      575,000 shares of stock owned by Joseph M. Rodano, President and
      Chairman of the Board of Petrol.  Upon completion of these transactions,
      SHWJ will own approximately 63% of the issued and outstanding common
      shares of Petrol.  The sale will consummate in two phases with the
      initial phase to close in April, 2005 and the final purchase of stock
      closing in late May, 2005.

                                        * * * * *

<PAGE>


                     PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                       Supplemental Oil and Gas Information
                                   (Unaudited)


                          OIL AND GAS PRODUCING ACTIVITIES

Information shown in Schedule 1 through 4 is 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 $40.63 per barrel
for oil at December 31, 2004) 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 2004
and 2003.



<PAGE>
<TABLE>

                                                                    SCHEDULE 1

                     PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                      Capital Costs Relating to Oil and Gas
                              Producing Activities

                           December 31, 2004 and 2003
                                   (Unaudited)



                                                         2004          2003
                                                         ----          ----

                                                  <c>            <c>
Proved properties                                    $ 3,458,877     3,204,029
Other                                                    363,215       387,429
                                                      ----------    ----------
						       3,501,616     3,591,458
Accumulated depreciation, depletion
  and amortization		                      (3,423,758)   (3,505,843)
                                                      ----------    ----------

Net capitalized costs				     $    77,858        85,615
                                                      ==========    ==========




NOTE:  Included in capitalized costs at December 31, 2004 and 2003, is
$746,941, representing contributions of capital costs made by the Company to
affiliated limited partnerships pursuant to various partnership agreements.


</TABLE>




<PAGE>



                                                                    SCHEDULE 2


                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

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

                      Years ended December 31, 2004 and 2003
                                   (Unaudited)




                                                   2004          2003
                                                   ----          ----


Developmental Costs				$ 10,729        22,817
                                                  ======        ======






<PAGE>

                                                                    SCHEDULE 3


                      PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                            Estimated Net Quantities of
                       Proved Developed Oil and Gas Reserves

                       Years ended December 31, 2004 and 2003
                                    (Unaudited)



                                                    2004              2003
                                                    ----              ----
                                                   Barrels           Barrels
                                                    of Oil            of Oil
                                                   -------           -------

Proved developed reserves:
  Beginning of year			            27,542            54,764

  Production                                       (19,685)          (26,766)
  Sale of minerals in place                            ---              (456)
  Revisions, extensions and discoveries                ---               ---
                                                   -------           -------

  End of year                                        7,857            27,542
                                                   =======           =======







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, 2004 and 2003
                                  (Unaudited)


                                              2004            2003
                                              ----            ----
                                                (in thousands)

Future cash inflows			  $    759             768
Future production and development cost        (618)           (643)
Future income tax (expense) benefit            ---             ---
                                            ------          ------

Future net cash flows (deficit)                141             125
10% annual discount for estimated
  timing of cash flows (deficit)               (13)            (11)
                                            ------          ------

Standardized measure of discounted
  future net cash flows (deficit)	  $    128             114
                                            ======          ======


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

                                              2004            2003
                                              ----            ----
                                                 (in thousands)

Net changes in prices and production
  cost, including excise taxes		  $    322             354
Sales and transfers of oil and gas
  produced, net of production costs           (159)           (126)
Net change due to revisions, extensions,
  and discoveries                              ---             ---
Net change due to purchase (sale) of
  minerals-in-place                            ---             ---
Development cost incurred during the
  period                                        11              23
Accretion of discount                           11             (12)
Change in production rates (timing)
  and other                                   (171)             (7)
                                            ------          ------

                                  	  $     15             232
                                            ======          ======


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       68       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     73       Director, Retired; Bond            1972
                                Salesman, Thomson McKinnon
                                Securities, 1983-1988.

Arlys C. Milan         50       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         68            See "Directors" above.

Arlys C. Milan           50            See "Directors" above.

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

     (c)  Significant Employees.

          None.

     (d)  Family Relationships.

          None.

     (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:
<TABLE>
                               SUMMARY COMPENSATION 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($)       ($)
---------                    ----   ---------  --------  ---------------  ----------  --------    ----------   ------------

                          <c>     <c>          <c>        <c>             <c>        <c>           <c>          <c>
Joseph M. Rodano,
President, Chief             2003    12,000       ---        ---             ---        ---           ---          ---
Executive Officer and        2004    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, 2004 and 2003 to Mr. Rodano.

<TABLE>

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

_________________________________________________________________________________________________________________________
                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>
Not Applicable

</TABLE>

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

     Mr. Rodano did not exercise any stock options during the fiscal year
ended December 31, 2004 or 2003 and did not have any unexercised options at
the fiscal year-end.

<PAGE>
<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>
Not Applicable

</TABLE>

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

     There were no awards made in the fiscal year ended December 31, 2004 and
2003 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>

                                       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, 2004, 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           599,725 (direct)              37.5%

     (b)  The following table sets forth, as of March 31, 2004, 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             599,725 (direct)           37.5%

          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 2004.


<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.


							S/Joseph M. Rodano
March  31 , 2005       				By:________________________________
						   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.


						    s/Joseph M. Rodano
March  31 , 2005				___________________________________
						Joseph M. Rodano - Director


                                                    s/Robert Bontempi
March  31 , 2005				___________________________________
						Robert Bontempi - Director


                                                    s/Arlys C. Milan
March  31 , 2005				___________________________________
						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 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 report;

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

     4.  The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a_15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

     a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        small business issuer, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused
        such internal control over financial reporting to be designed under
        our supervision, to provide reasonable assurance regarding the
        reliability of financial reporting and the preparation of financial
        statements for external purposes in accordance with generally
        accepted principles;

     c) Evaluated the effectiveness of the small business issuer's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures,
        as of the end of the period covered by this report based on such
        evaluation; and

     d)	Disclosed in this report any change in the small business issuer's
        internal control over financial reporting that occurred during the
        small business issuer's most recent fiscal quarter (the small business
        issuer's fourth fiscal quarter in the case of an annual report) that
        has materially affected, or is reasonably likely to materially affect,
        the small business issuer's internal control over financial reporting;
        and

     5.  The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of small business issuer's board of directors (or persons performing
the equivalent functions):

     a)	All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the small business issuer's
        ability to record, process, summarize and report financial
        information; and

     b)	Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the small business issuer's
        internal control over financial reporting.

                                                 s/Joseph M. Rodano
Date:   March 31, 2005                       _____________________________
       		                             Joseph M. Rodano
		                             President & Treasurer

<PAGE>


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

I, Arlys C. Milan, certify that:

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

     2.  Based on my knowledge, this 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 report;

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

     4.  The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a_15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

     a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        small business issuer, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused
        such internal control over financial reporting to be designed under
        our supervision, to provide reasonable assurance regarding the
        reliability of financial reporting and the preparation of financial
        statements for external purposes in accordance with generally
        accepted principles;

     c) Evaluated the effectiveness of the small business issuer's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures,
        as of the end of the period covered by this report based on such
        evaluation; and

     d)	Disclosed in this report any change in the small business issuer's
        internal control over financial reporting that occurred during the
        small business issuer's most recent fiscal quarter (the small business
        issuer's fourth fiscal quarter in the case of an annual report) that
        has materially affected, or is reasonably likely to materially affect,
        the small business issuer's internal control over financial reporting;
        and

     5.  The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of small business issuer's board of directors (or persons performing
the equivalent functions):

     a)	All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the small business issuer's
        ability to record, process, summarize and report financial
        information; and

     b)	Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the small business issuer's
        internal control over financial reporting.


                                                    S/Arlys C. Milan
Date:   March 31, 2005				____________________________
                                                Arlys C. Milan
                                                Vice President & Secretary

<PAGE>


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of Petrol Industries, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2004, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



Date:  March 31, 2005   		           s/Joseph M. Rodano
					         -------------------------
					           Joseph M. Rodano
					           President & Treasurer



A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act has been provided to Petrol Industries, Inc. and will be
retained by Petrol Industries, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.