UNITED STATES
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) August 19, 2002
PETROL OIL AND GAS, INC.
(Formerly Euro Technology Outfitters)
(Exact name of registrant as specified in its charter)
NEVADA 88-0453323
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6265 S. Stevenson Way
Las Vegas, Nevada 89120
(Address of Principal Executive Office) (Zip Code)
(702) 454-3394
(Registrant's Executive Office Telephone Number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 19, 2002, the Company executed an Asset Purchase Agreement
with Petrol Energy, Inc., whereby the Company issued 10,918,300 shares of its
restricted common stock in exchange for certain assets and liabilities of
Petrol Energy. The assets that were acquired included approximately 289 oil
and gas mineral leases.
On August 21, 2002, Anthony N. DeMint, the Company's sole Office and
Director, appointed Paul Branagan as a director of the Company and
subsequently resigned, leaving Mr. Branagan as the Company's sole director.
Following his appointment, Mr. Branagan elected himself as the sole officer
of the Company. Further, concurrent with his resignation, Mr. DeMint
tendered 5,826,240 shares of the Company's stock to the Company for
cancellation, thereby leaving 11,568,300 shares of common stock issued and
outstanding as of the date of this Current Report.
A copy of the Asset Purchase Agreement is filed as Exhibit 2 to this
Current Report.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms and conditions of the Asset Purchase Agreement,
the Company acquired approximately 289 oil and gas mineral leases from Petrol
Energy, Inc.
INTENDED BUSINESS OF THE COMPANY
Petrol Oil and Gas, Inc. is now structured to become an oil and gas
exploration and development company. Our primary business objective is to
produce economic quantities of natural gas from buried coal seams, denoted as
coal-bed methane (CBM). The first step in our business plan was achieved
through the completion of the mineral leases from Petrol Energy. Next we
will have to drill and subsequently produce commercial quantities of natural
gas and have a ready market in which to sell the produced gas.
We intend to fund portions of our field operations through revenues
obtained from sales of our CBM gas production, if any. To accelerate the
development program we plan to take on working interest (WI) partners that
will contribute to the costs of drilling and completion and then share in
revenues derived from production. This economic strategy may allow us to
utilize our own financial assets toward the growth of our leased acreage
holdings, pursue the acquisition of strategic oil and gas producing companies
and generally expand our existing operations.
The Market: Natural Gas Supply and Demand
The National Petroleum council estimates the US demand for natural gas
to increase from 22 Trillion cubic feet (TCF) in 1998 to over 31 TCF by 2015.
This nearly 50% increase in demand for natural gas coupled with constrained
supplies from conventional sources and storage facilities suggests an urgent
need for new gas sources. Although conventional gas sources such as high
permeability sandstones currently supply about 60% of the US demand (13 Tcf
in 1998), projections indicate a flat to declining supply through year 2015.
The shortfall in conventional gas supply is expected to be taken up by
production from un-conventional sources such as tight gas sandstones/shales,
associated gas, and coal bed methane (CBM).
CBM shows great promise as a future source of natural gas, with the US
Geologic Society estimating some 700 Trillion cubic feet (TCF) contained in 6
major CBM basins in the continental US. This constitutes an enormous reserve,
almost the entire US demand for the next 25 years.
Corporate Business Objectives
Our primary business objective is to produce economic quantities of
natural gas from CBM. In the 6 major US CBM basins the coal beds vary
greatly in thickness, quality and gas content. They also range in depths from
very near surface (< 500 ft) to very deep (>25,000 ft). The difficulty, risks
and costs associated with extracting CBM from deep formations increases quite
rapidly and nonlinearly with depth.
Developmental Program
One of the reasons for acquiring the leases from Petrol Energy was the
fact that of the major CBM basins within the continental US, the leased area
had the following attributes:
* relatively shallow CBM reserves (<2,500 ft)
* good coal rank, gas content and distribution,
* low cost mineral leases,
* access to an interstate pipeline system and
* nearby oil and gas services.
The Western Interior Basin located in the mid-continent, where the
leases are located, shows great promise because it embodies an extensive
aerial distribution of near shallow buried coal beds, appears to contain
large quantities of high quality natural gas and has several readily
available interstate pipelines for sales and distribution. It appears that
the area best suited for our CBM project may be in Coffey County, Kansas,
where gas bearing coals are contained within the Forrest City and Cherokee
basins, sub-basins of the larger Western Interior basin. The entire eastern
edge of the State of Kansas overlays the western portion of this basin.
Since portions of the acquired mineral leases have existing oil or gas
wells, some of them are being considered for re-completion in sandstones
and/or coal beds that appear economically productive. These will add to our
knowledge base while providing financial support for anticipated expansion.
CBM Production
CBM production differs from conventional gas production that normally
starts at its highest production rate and then declines with time. Because
coal beds have water residing within the cleat or natural fracture system,
the water needs to be withdrawn in order to promote production of the gases
that are adsorbed on the surfaces of the coal. Thus, for the case of CBM,
initial water production is high and diminishes with time. CBM gas
production, however, starts at a relatively low rate reaching a peak in 3 -12
months and then begins to decline.
FACTORS THAT MAY AFFECT THE COMPANY'S FUTURE OPERATING RESULTS
We are a development stage company, recently organized and have minimal
operating history, which makes an evaluation of us extremely difficult. At
this stage of our business operations, even with our good faith efforts,
potential investors have a high probability of losing their investment.
As a result of our only recent acquisition of mineral leases we have yet
to generate revenues from operations and have been focused on organizational,
start-up, market analysis and fund raising activities. There is nothing at
this time on which to base an assumption that our business operations will
prove to be successful or that we will ever be able to operate profitably.
Our future operating results will depend on many factors, including our
ability to raise adequate working capital, success of our development and
exploration, the level of our competition and our ability to attract and
maintain key management and employees.
While Management believes its estimates of projected occurrences and
events are within the timetable of its business plan, there can be no
guarantees or assurances that the results anticipated will occur.
We will require substantial additional financing in order to fully implement
our business plan. Without any additional funding, we could remain as a start-
up company with no material operations, revenues, or profits.
Due to our start-up nature and lack of current capital, in order to
fully implement our business plan we will require substantial additional
funding. Our business plan will require us to incur the costs of
exploration, development and drilling, which is anticipated to exceed several
hundred thousand dollars. We anticipate raising additional funds through a
private placement, registered offering, debt financing or other sources to
implement our business plan. Adequate funds for this purpose on terms
favorable to us may not be available when needed, if ever. Without new
funding, we cannot implement our business plan, and our shareholders may lose
part or all of their investment.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 20, 2002, G. Brad Beckstead CPA was dismissed as the
registrant's independent accountant.
The Registrant has appointed Weaver & Martin, LLC., as the Registrant's
independent accountants for the fiscal year ending December 31, 2002. This is
a change in accountants recommended by Registrant's Executive Management and
approved by Registrant's Board of Directors. Weaver & Martin, LLC. was
engaged by the Registrant on August 20, 2002.
The audit reports issued by G. Brad Beckstead CPA, with respect to the
Registrant's financial statements for December 31, 2001 and December 31, 2000
did not contain an adverse opinion or disclaimer of opinion, and were not
qualified as to uncertainty, audit scope or accounting principles. During the
two most recent fiscal years and any subsequent interim period through August
20, 2002, there were no disagreements between the registrant and G. Brad
Beckstead CPA, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of G. Brad Beckstead CPA, would have caused
it to make a reference to the subject matter of the disagreement in
connection with its audit report.
The change in accountants does not result from any dissatisfaction with
the quality of professional services rendered by G. Brad Beckstead CPA, as
the independent accountant of Registrant.
ITEM 5. OTHER EVENTS
On August 20, 2002, the Company changed its name from Euro Technology
Outfitters to Petrol Oil and Gas, Inc and increased its authorized capital
stock to 100,000,000 shares of Common Stock $.001 par value and, 10,000,000
shares of Preferred Stock $.001 par value. A copy of the Certificate of
Amendment of the Articles of Incorporation is filed as exhibit 3(i) to this
Current Report.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Anthony N. DeMint, the sole Office and Director, appointed Paul Branagan
as a director of the Company and subsequently resigned, leaving Mr. Branagan
as the sole director. Following his appointment as sole director, Mr.
Branagan elected himself as the sole officer of the Company.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
EXHIBITS
2* Asset Purchase Agreement
3(i)* Certificate of Amendment of Articles of Incorporation
16* Letter of G. Brad Beckstead CPA regarding change in certifying
accountant.
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
PETROL OIL AND GAS, INC.
By:/s/ Paul Branagan
Paul Branagan, C.E.O.
Date: September 3, 2002