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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): December 17, 2008
Petrol Oil and Gas, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-3009 90-0066187
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
11020 King Street, Suite 375
Overland Park, Kansas 66210
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(Address of principal executive office) (Zip Code)
(913) 323-4925
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On April 30, 2008, Petrol Oil and Gas, Inc., Neodesha Pipeline, Inc. and
Coal Creek Pipeline, Inc. (collectively, "Petrol") entered into a
Foreclosure-Related Agreement (the "Agreement") with LV Administrative Services,
Inc. ("LV"), administrative and collateral agent for Laurus Master Fund, Ltd.
("Laurus"), Valens Offshore SPV I, Ltd. ("Valens Offshore"), Valens U.S. SPV I,
LLC ("Valens US"), Calliope Capital Corporation ("Calliope") and Pallas
Production Corp. ("Pallas", and together with, Laurus, Valens Offshore, Valens
US and Calliope, the "Holders").
On December 17, 2008, the Holders foreclosed on the Neodesha Collateral.
After the sale of the Neodesha Collateral, Petrol was released by LV and the
Holders of all remaining amounts owed or claims they may have, and the Holders
have reassigned to Petrol their overriding royalty interests in the mineral
leases located at Petrol's Coal Creek Project. Additionally, Petrol has canceled
all outstanding warrants for purchases of securities issued to Holders in
connection with the Outstanding Obligations and replaced them with warrants to
purchase 1,000,000 shares of common stock at an initial exercise price of $0.20
per share.
Item 9.01 Financial Statements and Exhibits.
4.1 Common Stock Purchase Warrant.
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.
PETROL OIL AND GAS, INC.
By: /s/ Loren W. Moll
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Loren W. Moll
President and
Chief Executive Officer
Date: December 23, 2008