<PAGE>

                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, 2004

[ ]  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)

1221 Puerta Del Sol, Suite 200, San Clemente, California 92673
                -------------------------------------------------
                    (Address of principal executive offices)

                970 Calle Negocio, San Clemente, California 92673
                -------------------------------------------------------------
                    (Former address of principal executive offices)

                                 (949) 366-3888
                                 --------------
              (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, 2004
was 1,059,404.



<PAGE>



                            PETROMINERALS CORPORATION

                                      INDEX


                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets................................................................2

Statements of Operations......................................................3

Statements of Cash Flows......................................................4

Notes to Financial Statements.................................................5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................6

Item 3.  Disclosure Controls and Procedure....................................8

PART II - OTHER INFORMATION...................................................9

SIGNATURES....................................................................10



<PAGE>
<TABLE>

                                    PETROMINERALS CORPORATION
                                         BALANCE SHEETS
                        (Dollars in thousands, except par value amounts)
------------------------------------------------------------------------------------------------

                                             ASSETS
<CAPTION>

                                                                    JUNE 30,
                                                                      2004          DECEMBER 31,
                                                                   (unaudited)         2003
                                                                   ------------     ------------
<S>                                                                <C>              <C>
Current Assets
  Cash and cash equivalents                                        $       401      $       618
  Accounts receivable                                                       --                2
  Accounts receivable- related party                                        --               12
  Note receivable                                                           35               35
  Prepaid expenses                                                          39               61
  Advance for acquisition                                                  200              200
                                                                   ------------     ------------

     Total current assets                                                  675              928

Restricted cash                                                             25               25
Property and equipment, net (including oil and gas properties
   accounted for on the successful efforts method)                          --               --

Deposits                                                                    74               69
                                                                   ------------     ------------

    Total assets                                                   $       774      $     1,022
                                                                   ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                 $       241      $       235
  Accrued liabilities                                                      242              325
                                                                   ------------     ------------

     Total current liabilities                                             483              560

Shareholders' equity
  Preferred stock:
    $.10 par value, 2,900,000 shares authorized;
    no shares issued and outstanding                                        --               --
  Common stock:
    $.80 par value, 20,000,000 shares authorized; 1,059,404
    shares issued and outstanding at June 30, 2004 (unaudited)
    and December 31, 2003, respectively                                    848              848
Capital in excess of par value                                             563              563
Accumulated deficit                                                     (1,120)            (949)
                                                                   ------------     ------------

     Total shareholders' equity                                            291              462
                                                                   ------------     ------------

    Total liabilities and shareholders' equity                     $       774      $     1,022
                                                                   ============     ============


                         See accompanying notes to financial statements

                                               2
</TABLE>

<PAGE>
<TABLE>

                                          PETROMINERALS CORPORATION
                                           STATEMENTS OF OPERATIONS
                               (Dollars in thousands, except per share amounts)
-------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                 FOR THE THREE MONTHS                FOR THE SIX MONTHS
                                                      ENDED JUNE 30,                   ENDED JUNE 30,
                                               -----------------------------    -----------------------------

                                                  2004              2003           2004              2003
                                               (UNAUDITED)       (UNAUDITED)     (UNAUDITED)      (UNAUDITED)
                                               ------------     ------------    ------------     ------------
<S>                                            <C>              <C>             <C>              <C>
Revenues:
  Oil and gas                                  $        63      $        50     $       128      $        92
  Other income                                           3               53               5              150
  Insurance recoveries                                  --              275              --              275
                                               ------------     ------------    ------------     ------------

    Total revenues                                      66              378             133              517
                                               ------------     ------------    ------------     ------------

Costs and expenses:
  Oil and gas                                           70              115             158              174
  General and administrative                            49              104             140              221
  Loss on sale of property (Note 2)                     --                8              --                8
  Other expense                                          6               --               6               --
                                               ------------     ------------    ------------     ------------
    Total costs and expenses                           125              227             304              403
                                               ------------     ------------    ------------     ------------
Net income (loss)                              $       (59)     $       151     $      (171)     $       114
                                               ============     ============    ============     ============

Net income (loss) per share                    $     (0.06)     $      0.14     $     (0.16)     $      0.10
                                               ============     ============    ============     ============

Weighted average common shares outstanding           1,059            1,059           1,059            1,059
                                               ============     ============    ============     ============

                                See accompanying notes to financial statements

                                                      3
</TABLE>

<PAGE>
<TABLE>

                             PETROMINERALS CORPORATION
                              STATEMENTS OF CASH FLOWS
                               (Dollars in thousands)
-----------------------------------------------------------------------------------

                                                       FOR THE SIX MONTHS ENDED JUNE 30,
                                                           ------------------------

                                                              2004          2003
                                                           (UNAUDITED)  (UNAUDITED)
                                                           -----------  -----------
<S>                                                        <C>          <C>
Cash flows from operating activities:
   Net income (loss)                                       $     (171)  $      114
   Adjustment to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
      Loss on sale of property                                     --            8
   Changes in operating assets and liabilities:
      Decrease (Increase) in accounts receivable                   12           (1)
      Decrease in accounts receivable-related party                 2           --
      Decrease in prepaid expenses                                 22           28
      (Increase) Decrease in other assets                          (5)          56
      Increase in accounts payable                                  6           10
      Decrease in accrued liabilities                             (83)         (87)
                                                           -----------  -----------

Net cash provided by (used in) operating activities              (217)         128
                                                           -----------  -----------
Cash flows from investing activities:
   Notes receivable                                                --           65
   Proceeds from sale of property                                  --          123
                                                           -----------  -----------

Net cash provided by (used in) investing activities                --          188
                                                           -----------  -----------

Net increase (decrease) in cash and cash equivalents             (217)         316

Cash and cash equivalents, at beginning of period                 618          429
                                                           -----------  -----------
Cash and cash equivalents, at end of period                $      401   $      745
                                                           ===========  ===========



                   See accompanying notes to financial statements

                                         4
</TABLE>

<PAGE>


                            PETROMINERALS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
     (Dollars in thousands, except oil price per barrel, par value amounts,
                             and per share amounts)
--------------------------------------------------------------------------------

1 - BASIS FOR PRESENTATION

     The financial information included herein is unaudited, however, such
     information reflects all adjustments (consisting solely of normal occurring
     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 months ended June 30, 2004 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,
     2003.

2 - SALE OF WYOMING PROPERTY

     In May of 2003, the Company sold its twenty-five percent interest in the
     Wyoming gas field for $134. The Company charged $8 to loss on the sale of
     the property for the period ended June 30, 2003.



                                       5
<PAGE>


PETROMINERALS CORPORATION


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, 2003, the Company had sold substantially all of its oil and gas
properties in 1998 to an unrelated third party. The Company did retain an
interest in two small oil properties in California and subsequently completed an
acquisition of a 25% interest in a Wyoming gas field. In May of 2003 the Company
sold its interest in the Wyoming gas field after Company and its partners
concluded that they did not have the financial resources to develop the coal
seam gas reserves. As a result of the decrease in California and Wyoming
operations, net cash flow from operating activities decreased from a positive
cash flow of approximately $128,000 for the first six months of 2003 to a
negative cash flow of approximately $(217,000) for the same period in 2004. 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.

The Company continues to seek new business opportunities. However, due to the
prolonged depletion of cash resources, future plugging obligations, payments to
EPA and the possibility of an, unfavorable judgment against the Company,
prospects for consummating a new business transaction are limited. Interested
parties should be aware that unless a new business opportunity can be
implemented, the Company's future prospects are limited.

Three and six months ended June 30, 2003 as compared with the three and six
months ended June 30, 2004.
--------------------------------------------------------------------------------

During the three months ended June 30, 2004, the Company recorded oil sales of
$63,000 and total revenue of $66,000 compared to the oil sales of $50,000 and
the total revenue of $378,000 for the comparable period in 2003. The Company
recorded oil sales for the 1st half of 2004 of $128,000 and total revenues of
$133,000 for the six months ended June 30, 2004 versus recorded oil sales of
$92,000 and total revenues of $517,000 for the same period in 2003.

During the three months ended June 30, 2004, the Company's operating expenses
were $70,000 compared to $115,000 for the comparable period in 2003. Operating
expenses were $158,000 for the six months ended June 30, 2004 versus $174,000
for the same period in 2003.

During the three months ended June 30, 2004, the Company's general and
administrative expenses were $49,000 compared to $104,000 for the same period in
2003. General and administrative expenses decreased to $140,000 for the six
months ended June 30, 2004 compared to $221,000 for the same period in 2003.

During the three months ended June 30, 2004, the Company recorded a net loss of
$(59,000) compared to a net income of $151,0000, a decrease of $210,000 or 139%.
The Company realized a net loss of $(171,000) for the six months ended June 30,
2004 compared to a net income of $114,000 for the same period in 2003, a
decrease of $285,000 or 250%.



                                       6
<PAGE>


PETROMINERALS CORPORATION
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

BUSINESS REVIEW
---------------

OIL AND GAS SEGMENT
-------------------

As discussed in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2003, the Company had sold substantially all of its oil and gas
properties in 1998 to an unrelated third 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 and selling its interest for
$133,966 in May 2003.

In October of 2003, a determination was made by the Company to acquire a 50%
interest in two producing wells and an oil and gas lease in Monterey County,
California, providing an independent review and analyses justified the
expenditure of $200,000. It is anticipated that a final determination will be
made in the fourth quarter of 2004.

The Company continues to seek new business opportunities.
However, due to the prolonged depletion of cash resources, future plugging
obligation, payments to EPA and the possibility of an unfavorable judgments
against the Company, prospects for consummating a new business transaction are
limited. Interested parties should be aware that unless a new business
opportunity can be implemented, the Company future prospects are limited.

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.
Test work in the coal beds indicates the presence of substantial gas reserves
but the Company and its partners concluded that they did not have the financial
resources to develop these reserves and the property was offered for sale.
Management has received $133,966 as its share of the proceeds of a sale in May
2003.

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 non-producing oil wells in the nearby Hasley Canyon field.
The Hasley Canyon wells are being abandoned.

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


                                       7
<PAGE>

PETROMINERALS CORPORATION
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)


PRODUCTION PAYMENT
------------------

As additional consideration for the 1998 sale of its producing properties,
Company retained a production payment in the amount of $931,000. Company
receives payments from the buyer in any month the posted price for the oil
produced exceeds $13.50 per barrel. As of August 31, 2003 cumulative production
payments to the Company totaled $931,000.


ITEM 3 - DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, 2004 an evaluation was performed under the supervision and with
the participation of our management, including the CEO/CFO, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
that evaluation, our management, including the CEO/CFO, concluded that our
disclosure controls and procedures were effective as of June 30, 2004. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to June 30, 2004




                                       8
<PAGE>


PETROMINERALS CORPORATION


                           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, 2003.

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

The Company moved its office from 970 Calle Negocio, San Clemente, California
92673 to 1221 Puerta Del Sol, Suite 200, San Clemente, California 92673
effective March 1, 2004; however, telephone and facsimile transmittal numbers
remain the same.

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

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





                                       9
<PAGE>


PETROMINERALS CORPORATION

                                   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)


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





                                       10