UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                   FORM 10-QSB

(Mark  One)
[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE  ACT  OF  1934

     For  the  quarterly  period  ended  March  31,  2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
     OF  1934

     For  the  transition  period  from __________ to __________.

                           Commission File No. 1-6336
                           --------------------------

                            Petrominerals Corporation
             (Exact name of registrant as specified in its charter)

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

              27241 Burbank, Foothill Ranch, California 92610-2500
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (949) 588-2645
                                 --------------
              (Registrant's telephone number, including area code)

Check  whether  the  Registrant  (1)  filed  all reports required to be filed by
Section 13 or 15(d) of the Securities 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.

                                 [ ]          [X]
                                 No          Yes

The  number of shares of Registrant's common stock outstanding at March 31, 2002
was  1,159,404.


<PAGE>
                            PETROMINERALS CORPORATION

                                   FORM 10-QSB

                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 2002


<PAGE>
To  the  Board  of  Directors
Petrominerals  Corporation
Foothill  Ranch,  California


We  have reviewed the accompanying balance sheet of Petrominerals Corporation as
of March 31, 2002, and related statements of income and cash flows for the three
months then ended, in accordance with Statements on Standards for Accounting and
Review  Services  issued  by  the  American  Institute  of  Certified  Public
Accountants.  All  information  included  in  these  financial statements is the
representation  of  the  management  of  Petrominerals  Corporation.

A  review  consists principally of inquiries of Company personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which  is  the expression of an opinion regarding the financial statements taken
as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based  on  our  review,  with  the  exception  of  the  matters described in the
following  paragraph, we are not aware of any material modifications that should
be  made  to  the  accompanying  financial statements in order for them to be in
conformity  with  generally  accepted  accounting  principles.

Management has elected to omit, in accordance with SEC regulations pertaining to
the filing of the 10-QSB, substantially all of the disclosures and the statement
of shareholders' equity required by generally accepted accounting principles. If
the  omitted disclosures and the statement of shareholders' equity were included
in  the  financial statements, they might influence the user's conclusions about
the  Company's  financial  position,  results  of  operations,  and  cash flows.
Accordingly,  these  financial statements are not designed for those who are not
informed  about  such  matters.

                                      BROWN  ARMSTRONG  PAULDEN
                                      McCOWN  HILL  STARBUCK  &  KEETER
                                      ACCOUNTANCY  CORPORATION


Bakersfield,  California
May  9,  2002


<PAGE>
                            PETROMINERALS CORPORATION

                                      INDEX


                                                                      Page
                                                                      ----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets March 31, 2002 and December 31, 2001. . . . . . . . .     1
Statements of Operations for the three months ended
  March 31, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . .     2
Statements of Cash Flows for the three months ended
  March 31, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . .     3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .     4

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations . . . . . . . . . . . . . . . . .     5

PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . .     7

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8


<PAGE>




                         PART I - FINANCIAL INFORMATION





<PAGE>
<TABLE>
<CAPTION>
ITEM  1.  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
          ----------------------------------------------

                            PETROMINERALS CORPORATION
                                 BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT PAR VALUE DATA)


                                                           March 31,     December 31,
                                                              2002           2001
                                                          ------------  --------------
                                                          (Unaudited)     (Audited)
<S>                                                       <C>           <C>
ASSETS
------
Current Assets
  Cash and cash equivalents                               $     1,319   $       1,453
  Accounts receivable                                             210               -
  Prepaid expenses                                                 24              34
                                                          ------------  --------------
    Total Current Assets                                        1,553           1,487

Restricted cash                                                    25              25
Land held for resale                                              212             212
Property and Equipment - net (including oil and gas
  properties accounted for on the successful
  efforts method)                                                 437             436
Other Assets                                                       43              43
                                                          ------------  --------------

TOTAL ASSETS                                              $     2,270   $       2,203
                                                          ============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
  Accounts Payable                                                 80              76
  Accrued liabilities                                             734             734
  Royalties payable                                                11              11
                                                          ------------  --------------
    Total Current Liabilities                                     825             821

Notes payable                                                     100             100
                                                          ------------  --------------
  Total Liabilities                                               925             921
                                                          ------------  --------------

Shareholders' Equity
  Preferred stock:
    $.10 par value, 2,500,000 shares authorized;
    no shares issued and outstanding                                -               -
  Common stock:
    $.80 par value, 20,000,000 shares
    authorized; 1,159,404 shares issued and outstanding at        928             928
    March 31, 2002 and December 31, 2001, respectively
Capital in excess of par value                                    633             633
Retained earnings                                                (178)           (241)
Cumulative other comprehensive income                             (38)            (38)
                                                          ------------  --------------
    Total Shareholders' Equity                                  1,345           1,281
                                                          ------------  --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $     2,270   $       2,203
                                                          ============  ==============

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


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            PETROMINERALS CORPORATION
                            STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                               For the Three Months
                                                   Ended March 31
                                                2002          2001
                                             -------------------------
                                                    (Unaudited)
<S>                                          <C>          <C>
Revenues
  Oil and gas                                $         -  $        81
  Other income                                       216           74
                                             -----------  ------------

    Total Revenues                                   216          155
                                             -----------  ------------

Costs and Expenses
  Oil and gas                                         41          122
  Depreciation, depletion and amortization             1            1
  General and administrative                         110          138
  Other expenses                                       1            -
                                             -----------  ------------

    Total Costs and Expenses                         153          261
                                             -----------  ------------

Net Income (Loss)                                     62  $      (106)
                                             -----------  ------------

Net Income (Loss) per Share                  $      0.05  $     (0.10)
                                             ===========  ============

Weighted Average Common Shares Outstanding         1,159        1,059
                                             ===========  ============

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            PETROMINERALS CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                                        For the Three Months
                                                           Ended March 31
                                                          2002         2001
                                                       ------------------------
                                                             (Unaudited)
<S>                                                    <C>          <C>
Cash Flows from Operating Activities
  Net income (loss)                                    $       63   $     (106)
  Adjustments to reconcile net loss to net cash used
    from operating activities:
      Depreciation, depletion and amortization                  1            1
      Changes in operating working capital:
        (Increase) decrease in accounts receivable           (210)          30
        Decrease in prepaid                                    10           10
        Increase in accounts payable                            4           50
        Increase in accrued liabilities                         -            6
                                                       -----------  -----------

Net Cash Used by Operating Activities                        (132)          (9)
                                                       -----------  -----------
Cash Flows from Investing Activities
  Capital expenditures                                         (2)           -
  Notes receivable                                              -          (20)
                                                       -----------  -----------

Net Cash Used by Investing Activities                          (2)         (20)
                                                       -----------  -----------

Net Decrease in Cash and Cash Equivalents                    (134)         (29)
                                                       -----------  -----------

Cash and Cash Equivalents at beginning of period            1,453        1,787
                                                       -----------  -----------

Cash and Cash Equivalents at end of period             $    1,319   $    1,758
                                                       ===========  ===========

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


                                        3
<PAGE>
                            PETROMINERALS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


NOTE  1  -  BASIS  OF  PRESENTATION
            -----------------------

The  financial  information  included  herein  is  unaudited;  however,  such
information  reflects  all  adjustments  (consisting  solely of normal recurring
adjustments)  which  are,  in  the  opinion  of management, necessary for a fair
statement  of results for the interim periods. The results of operations for the
three  month  period  ended March 31, 2002 are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

The  accompanying consolidated financial statements do not include footnotes and
certain  financial  presentations  normally  required  under  generally accepted
accounting  principles;  and,  therefore, should be read in conjunction with the
Company's  Annual  Report  on  Form 10-KSB for the year ended December 31, 2001.

Certain  reclassifications  have  been  made to the 2001 financial statements to
conform  to  the  presentation  used  in  2002.


NOTE  2  -  PER  SHARE  COMPUTATIONS
            ------------------------

Per  share  computations  are  based  upon the weighted average number of common
shares  outstanding  during each year. Common stock equivalents are not included
in  the  computations  since  their  effect  would  be  anti-dilutive.


                                        4
<PAGE>
ITEM 2 -  MANAGEMENT  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          ----------------------------------------------------------------------
          OF  OPERATIONS
          --------------

FINANCIAL  CONDITION

As  discussed  in  the Company's Annual Report on Form 10-KSB for the year ended
December  31,  2001,  the  Company had sold substantially all of its oil and gas
properties in 1998 to an unrelated party.  The Company did retain an interest in
two  small oil properties and has subsequently completed an acquisition of a 25%
interest  in  a  Wyoming  gas  field. In addition, Petrominerals disposed of its
wholly owned subsidiary Hydro-Test International, Inc. (Hydro-Test) a New Mexico
Corporation  acquired  in  1993,  through  a  voluntary  petition  for Chapter 7
bankruptcy  on  December  20,  2000.  As  a result of the decrease in California
operations  and  an  expected  reimbursement due to an insurance claim, net cash
flow  decreased  from  a negative cash flow of approximately $(29) for the first
three  months  of  2001  to a negative cash flow of approximately $(134) for the
same period in 2002. The current low level of cash flow is mainly resulting from
normal  general  and  administrative costs while the Company continues to review
acquisition  and  merger  opportunities.

Three  months ended March 31, 2002 as compared with the three months ended March
--------------------------------------------------------------------------------
31,  2001
---------

The  Company  recorded  no  oil  sales for the 1st quarter of 2002. However, the
Company has recorded total revenues of $216,000 for the three months ended March
31,  2002  versus $155,000 for the same period in 2001. These revenues consisted
primarily  of  reimbursement  from  the payment of legal fees resulting from the
environmental liability noted in Legal Proceedings, Item 3 of the 10-KSB for the
year  ended  December  31,  2001. Because of the absence of oil sales in the 1st
quarter  of 2002, there are no net realizable oil prices for comparison purposes
against  the  $23.79  posted  the  same period in 2001.  Operating expenses were
$41,000  for  the three months ended March 31, 2002 versus $122,000 for the same
period  in  2001.  General and administrative expenses decreased to $110,000 for
the  three  months  ended  March 31, 2002 versus $138,000 for the same period in
2001.  As  a  result,  the  Company realized net income of $63,000 for the first
three  months of 2002 versus a net loss of $106,000 for the same period in 2001.

BUSINESS  REVIEW

Oil  and  Gas  Segment
----------------------

As  discussed  in  the Company's Annual Report on Form 10-KSB for the year ended
December  31,  2001,  the  Company had sold substantially all of its oil and gas
properties  in  1998  to  an  unrelated party.  In 1999, the Company initiated a
process  to use the proceeds to either purchase additional oil and gas producing
assets  or  merge with another company.  As a result of this process the Company
completed the acquisition of a 25% interest in the Smith Ranch natural gas field
located  in  southwest  Wyoming  for approximately $102,000 in cash in September
1999.  In  addition  to  reviewing  merger alternatives, management is currently
focusing  its  efforts  on  utilizing  its  cash  balance for the acquisition of
additional  oil  and  gas  producing  properties.

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

On  September  20, 1999, the Company completed the acquisition of a 25% interest
in  the  Smith  Ranch  natural  gas field located in southwest Wyoming.  Current
production  from the two active gas wells is 300 thousand cubic feet per day (65
mcfd  net).  The  Company  participated in the drilling of a gas well in the 3rd
quarter  of 2000 and that well was completed in a Lewis Sandstone interval.  Due
to  completion  problems,  that well was recompleted to an Upper Fort Union sand
interval.  As  of  June  30,  2000, this well was shut-in due to excessive water
production.  The  operator's  plans to test either the Ft. Union coal or Wasatch
sand  have been extended into 2001. The Company drilled the Hucke #1 well in the
2nd  quarter of 2000 and it was completed in the Wasatch sand and is still being
tested.

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


                                        5
<PAGE>
ITEM 2 -  MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
          -----------------------------------------------------------------
          RESULTS OF  OPERATIONS  (Continued)
          ----------------------

BUSINESS  REVIEW  (Continued)

Wyoming  Venture  (Continued)
----------------

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

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

As a result of the 1998 sale, the Company retained a 53% working interest in the
Castaic  Hills  Unit,  a 100% working interest in a nearby oil well and an 83.3%
working  interest  in  2  producing oil wells in the nearby Hasley Canyon field.
Effective  November  1,  2001,  the  Company  determined  that  it  is no longer
economically  feasible  to  continue  production  operations  at these wells and
transferred  this  function  to  American  Energy.

In  addition to the retained working interest, the Company reserved a production
payment  which  was  reserved  for, and due to uncertainty over realization, and
currently  has  $0  carrying  value. Under the purchase and sale agreement, this
payment is paid in installments in any month which certain posted prices for oil
produced exceeds $13.50 per barrel.  The monthly payment is equal to one-half of
the  difference between the weighted average posted price and $13.50, multiplied
by the number of barrels produced.  Posted prices for the first quarter averaged
$15.06  per  barrel.  Revenue  from  this  note was approximately $13,843 and is
reflected  in  the  statements  of  operations  as  other  income.

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

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


                                        6
<PAGE>
                          PART II - OTHER INFORMATION



ITEM  1.     LEGAL  PROCEEDINGS
             ------------------

The  Company  is  not a party to nor is its property the subject of any material
legal  proceedings  other  than  ordinary  routine  litigation incidental to its
business,  or  which  is covered by insurance, except as previously disclosed in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.


ITEM  2.     CHANGES  IN  SECURITIES
             -----------------------

None.


ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES
             ----------------------------------

None.


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

None.


ITEM  5.     OTHER  INFORMATION
             ------------------

None.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K
             -------------------------------------

Exhibits  -  none

Reports  on  Form  8-K  -  none


                                        7
<PAGE>
                                   SIGNATURES




Pursuant  to  the  requirement  of  the  Securities  Exchange  Act  of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.



PETROMINERALS  CORPORATION
----------------------------------------
(Registrant)



/s/  Morris  V.  Hodges
---------------------------------
Morris  V.  Hodges
President, CEO & Chief Financial Officer


                                        8
<PAGE>