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  June  30,  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 of             (I.R.S. Employer Identification No.)
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 June 30, 2002
was  1,159,404.


<PAGE>
                            PETROMINERALS CORPORATION

                                      INDEX



                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets at June 30, 2002 and December 31, 2001 . . . . . . . . . .     1
Statements of Operations for the Three and Six Months Ended
  June 30, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . . . .     2
Statements of Cash Flows for the Six Months Ended
  June 30, 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  FINANCIAL  STATEMENTS
          --------------------------------

                             PETROMINERALS CORPORATION
                                   BALACE SHEETS
                   (Dollars in thousands, except par value data)


                                                           June 30,   December 31,
                                                             2002         2001
                                                          ----------  ------------
(Unaudited)                                               (Audited)
<S>                                                       <C>         <C>
ASSETS
------
Current Assets
  Cash and cash equivalents                               $   1,230   $     1,453
  Accounts receivable                                           339             -
  Prepaid expenses                                               26            34
                                                          ----------  ------------
    Total Current Assets                                      1,595         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)                                               236           436
Other Assets                                                     43            43
                                                          ----------  ------------

TOTAL ASSETS                                              $   2,111         2,203
                                                          ==========  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
  Accounts Payable                                        $     128   $        76
  Accrued liabilities                                           734           743
  Royalties payable                                               9            11
                                                          ----------  ------------
    Total Current Liabilities                                   871           821

Notes payable                                                   100           100
                                                          ----------  ------------
  Total Liabilities                                             971           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                                              (383)         (241)
Cumulative other comprehensive income                           (38)          (38)
                                                          ----------  ------------
    Total Shareholders' Equity                                1,140          1,282
                                                          ----------  ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $   2,111   $      2,203
                                                          ==========  ============

                 See accompanying notes to financial statements.
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                   PETROMINERALS CORPORATION
                                    STATEMENTS OF OPERATIONS
                            (In thousands, except per share amounts)


                                               For the Three Months      For the Six Months
                                                  Ended June 30             Ended June 30
                                                2002         2001         2002         2001
                                             ------------------------  ------------ -----------
                                                   (Unaudited)               (Unaudited)
<S>                                          <C>          <C>          <C>          <C>
Revenues
  Oil and gas                                $       10   $       79   $       10   $      160
  Other income                                      247           77          463          151
                                             -----------  -----------  -----------  -----------

    Total Revenues                                  257          156          473          311
                                             -----------  -----------  -----------  -----------

Costs and Expenses
  Oil and gas                                        35          134           76          256
  Depreciation, depletion and amortization            1            1            2            2
  General and administrative                        226          137          336          275
  Impairment loss                                   200            -          200            -
  Other expenses                                      -            1            1            1
                                             -----------  -----------  -----------  -----------

    Total Costs and Expenses                        462          273          615          534
                                             -----------  -----------  -----------  -----------
Net Income (Loss)                                  (205)        (117)        (142)        (223)
                                             -----------  -----------  -----------  -----------

Net Income (Loss) per Share                  $    (0.18)  $    (0.11)  $    (0.12)  $    (0.21)
                                             ===========  ===========  ===========  ===========

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

                 See accompanying notes to financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                    PETROMINERALS CORPORATION
                    STATEMENTS OF CASH FLOWS
                       (In thousands)

                                                     For the Six
                                                    Months Ended
                                                      June 30,
                                                   2002     2001
                                                  -------  -------
<S>                                               <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $ (142)  $ (223)
  Adjustments to reconcile net loss
  to net cash used from operating activities:
    Depreciation, depletion and amortization           2        2
    Impairment loss                                  200        -
    Changes in operating working capital:
    (Increase) Decrease in accounts receivable      (339)      28
    (Increase) Decrease in prepaid                     8       11
    (Decrease) Increase in accounts payable           52       63
    (Decrease) Increase in accrued liabilities        (2)       6
                                                  -------  -------

Net Cash Used by Operating Activities               (221)    (113)

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                (2)      (3)
  Purchase of partnership interest                     -      (69)
                                                  -------  -------

Net Cash Used by Investing Activities                 (2)     (72)
                                                  -------  -------

Net Decrease in Cash and Cash Equivalents           (223)    (185)

Cash and Cash Equivalents at beginning of period   1,478    1,812
                                                  -------  -------

Cash and Cash Equivalents at end of period        $1,255   $1,627
                                                  =======  =======

        See accompanying notes to financial statements.
</TABLE>


                                        3
<PAGE>
                            PETROMINERALS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 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
six  month  period  ended  June  30,  2002 are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

The  accompanying  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 termination in California
operations  and  an  expected  reimbursement due to an insurance claim, net cash
flow  decreased  from  a  negative cash flow of approximately $(185,000) for the
first six months of 2001 to a negative cash flow of approximately $(223,000) 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.

Six  months  ended  June 30, 2002 as compared with the six months ended June 30,
--------------------------------------------------------------------------------
2001
----

The  Company  recorded  no oil sales for the first six months of 2002.  However,
the  Company  has  recorded  total revenues of $473,000 for the six months ended
June  30,  2002  versus  $311,000  for  the same period in 2001.  These revenues
consisted  primarily  of  insurance  reimbursement for the payment of legal fees
resulting from the litigation with Sole Energy Company, Item 3 of the 10-KSB for
the  year  ended  December 31, 2001.  Because of the absence of oil sales in the
first  six months of 2002, there are no net realizable oil prices for comparison
purposes  against  the  $19.25  per  barrel  posted  the  same  period  in 2001.
Operating  expenses  were  $76,000 for the six months ended June 30, 2002 versus
$256,000  for  the  same  period  in  2001.  Due  to  legal  fees resulting from
litigation with Sole Energy Company (see Item 3 of the 10-KSB for the year ended
December  31,  2001  for  details),  general  and  administrative  expenses were
$336,000  for  the  six  months ended June 30, 2002 versus $275,000 for the same
period  in  2001.  In  addition,  the Company realized an impairment loss in the
amount  of  $200,000  relating  to  its  Wyoming  properties  in accordance with
Statement  of  Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets. As a result, the Company realized a
net  loss  of  $142,000  for  the  first six months of 2002 versus a net loss of
$223,000  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
----------------

In  1999  the  Company acquired a 25% working interest in natural gas properties
and  prospects  on  approximately 6,000 acres in Sweetwater and Carbon counties,
Wyoming.  The  property included a limited amount of conventional gas production
and  an extensive coal bed methane gas prospect.  As a part of the consideration
for  the  purchase,  the Company participated in the cost of drilling two wells.
Efforts  to increase the production of conventional gas have been disappointing;
however  test  work  in  the coal beds indicates the presence of substantial gas
reserves.  The  Company  and  its  partners  have  concluded  that they lack the
financial  resources to develop these reserves and the property is being offered
for  sale.  Management believes that its share of the proceeds of a sale will be
sufficient  to  cover  the  carrying  value  of  this  asset.


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

BUSINESS  REVIEW  (Continued)

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

As a result of the 1998 sale, the Company retained a 53% working interest in the
Castaic  Hills  Unit,  a 100% working interest in a nearby oil well and an 83.3%
working  interest  in  2  producing oil wells in the nearby Hasley Canyon field.
Current net production from the 11 active wells on these leases is approximately
40  barrels  per  day  (bopd).  With oil prices at historically high levels, the
operator  has  initiated  a  program  of  returning  wells  to  production  and
enhancement  of  the  water  disposal  activities.

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 half averaged
$20.87  per  barrel.  Revenue  from  this note was approximately $103,000 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.  (See  Legal  Proceedings,  Item  1).

Hero Nutritional Products, LLC
------------------------------

On  May  30,  2002, the Company announced the signing of a purchase agreement to
acquire  80%  of  Hero Nutritional Products, LLC, a California limited liability
company,  and a leader in the children's vitamins and minerals market subject to
the  Company's due diligence review. The Company's due diligence review revealed
that  completion  of  the  acquisition would not be in the best interests of the
Company.  Subsequently,  the  Company  terminated  the  acquisition  by  mutual
agreement.

Nasdaq  Delisting  and  Transfer  To  OTC  Bulletin  Board
----------------------------------------------------------

On  April  9,  2002,  the  Company  announced  that as a result of reserving for
certain  EPA  liabilities  as  discussed  in the Company's Annual Report on Form
10-KSB  for  the  year  ended  December  31,  2001, the Company was no longer in
compliance  with  the Nasdaq Small Cap minimum equity standard. Accordingly, the
Company was notified by the Nasdaq staff, on April 26, 2002, that the Company no
longer  complied  with the net tangible assets/shareholders' equity/market value
of  listed  securities/net income requirement and was subject to being delisted.
On  May  30, 2002, the Company announced that Company's representatives appeared
before  the  Nasdaq  Hearing  Panel  to  request  additional  time  to return to
compliance with the Nasdaq standards and to complete its due diligence regarding
the  acquisition of Hero Nutritional Products, LLC. ("Hero").  The Hearing Panel
rejected  the  Company's request and delisted the Company's securities effective
July  9,  2002.  The Company's securities, however, were immediately eligible to
trade  on  the  OTC  Bulletin  Board.

Resignation  of  President  and  Election  of  New  President
-------------------------------------------------------------

The  Board,  at  its  July  meeting, accepted with regret the resignation of the
Company's  President and Chief Financial Officer, Mr. Morris V. Hodges, tendered
for  personal  reasons  and effective June 30, 2002. Mr. Everett L. Hodges, Vice
President, was elected to serve as President and Chief Financial Officer for the
remaining  term.  Subsequently, Mr. Morris V. Hodges also resigned as a Director
of  the  Company  for  health  reasons.


                                        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
          -------------------------------------

(a)       Exhibits - Exhibits 99.1 (Certification of Chief Financial Officer and
          Chief  Executive  Officer)

(b)       Reports  on Form 8-K - One Form 8-K filing occurred on May 23, 2002 to
          announce that the Company is subject to being delisted from Nasdaq and
          to  announce  that  the  Company  has  signed an agreement to purchase
          eighty  percent  (80%) of the outstanding interest of Hero Nutritional
          Products,  LLC,  a  California  Limited  Liability  Company.


                                        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/  Everett  L.  Hodges
----------------------------------------
Everett L. Hodges
President, CEO & Chief Financial Officer


                                        8
<PAGE>