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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported): May 28, 1999

                            QUINTESSENCE OIL COMPANY
             (Exact name of registrant as specified in its charter)


        Wyoming                  0-21811                83-0317306

    (State or other          (Commission File         (IRS Employer
    jurisdiction of              Number)            Identification No.
     incorporation)

   2932 Thorne Drive, Elkhart, Indiana                     46514

               (Address of principal executive offices) (Zip Code)

       Registrant?s telephone number including area code: (219) 264-2628.



                  4424 Skylane Avenue, Riverton, Wyoming 82501
          (Former name or former address, if changed since last report)



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        ITEM 5. OTHER EVENTS.

        (a) Pursuant to a Plan and Agreement of Reorganization (the "Agreement")
by and between  Quintessence Oil Company (the  "Registrant")  and Michel Attias,
the sole  shareholder  of IPSL,  Inc.  ("IPSL")  dated as of May 21,  1999,  the
Registrant  issued to Mr. Attias 1,500,000 shares of its common Stock, par value
$0.00001 (the "Common Stock") in exchange for 1,000 shares of IPSL, which shares
represent all of the issued and outstanding shares of capital stock of IPSL. The
consummation of such purchase and sale occurred on May 28, 1999, after the Board
of directors of the Registrant  approved the  transactions  contemplated  by the
Agreement. Accordingly, IPSL is a wholly-owned subsidiary of the Registrant.

             With the  completion of the IPSL  acquisition,  the  Registrant now
owns  all of the  rights,  patents,  tooling,  designs  and has  the  production
facilities to produce the revolutionary Torque V-12 Engine. The engine, designed
for the pleasure boating industry, is a 14-liter,  90-degree,  sequentially fuel
injected,  advanced V-12, engineered to run on pump gasoline. The initial Torque
V-12 model to be released,  is an all aluminum,  light weight, and powerful V-12
which  delivers over 900 horsepower and 1100 foot pounds of torque in its marine
configuration.

        ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

               (c)    Exhibits

                      2.1    Plan  and  Agreement  of   Reorganization   between
                             Quintessence  Oil Company and Michel  Attias  dated
                             May 21, 1999.

                      99.1   Press Release dated June 1, 1999.



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                                   SIGNATURES



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                               QUINTESSENCE OIL COMPANY
                               a Wyoming corporation


Date:   June 10, 1999          By:    /s/ Raymond Wedel
                                      -------------------------------------
                               Name:  Raymond Wedel
                               Title: President, Secretary and Treasurer



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