UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2003

Commission File No. 000-30766

NETCO ENERGY INC.

(Translation of registrant's name into English)

Suite 1320, 925 West Georgia Street, Vancouver, British Columbia, Canada V6C 1G8

(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]

Form 20-F [ X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]

Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]

Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82 -

Netco Energy Inc.
Suite 1320 - 925 West Georgia Street
Vancouver BC V6C 3L2

TSX Trading Symbol: "NEI"

April 22, 2003

News Release

Netco Announces completion of Private Placement of 15% Convertible Debentures

(Vancouver) - Donald Sharpe, President of Netco Energy Inc. (the "Company") (TSX-V: NEI), reports that the Company has completed its private placement announced March 10, 2003 and has issued 100 15% Convertible Debentures at a price of $10,000 per Convertible Debenture for aggregate gross proceeds of $1,000,000.

Any shares issued on the conversion of the Convertible Debentures or the exercise of the share purchase warrants are subject to a 4 month hold period which expires on July 28, 2003 pursuant to the Securities Act (British Columbia).

For further information contact Donald Sharpe at (604) 689-8336.

THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED OF THE CONTENTS OF THIS PRESS RELEASE.

FORM 53-901F
(Previously Form 27)

Securities Act

Material Change Report Under Section 85(1) of the Act (British Columbia)

Material Change Report Under Section 118(1) of the Act (Alberta)

Item 1. Reporting Issuer

State the full name and address of the principal office in Canada of the reporting issuer:

Netco Energy Inc. (the "Company")
Suite 1320 - 925 West Georgia Street
Vancouver, BC V6C 3L2
Telephone: 604.689.8336
Item 2. Date of Material Change

State the date of the material change:

April 22, 2003
Item 3. Press Release

State the date and place(s) of issuance of the press release issued under section 85(1) of the Act.

April 22, 2003

Vancouver, British Columbia
Item 4. Summary of Material Change

Provide a brief but accurate summary of the nature and substance of the material change:

The Company announced that it has completed its private placement and has issued 100 15% Convertible Debentures for aggregate gross proceeds of $1,000,000.
Item 5. Full Description of Material Change
See attached Schedule "A".
Item 6. Reliance on Section 85(2) of the Act

If the report is being filed on a confidential basis in reliance on section 85(2) of the Act, state the reasons for that reliance:

N/A

Item 7. Omitted Information

N/A

Item 8. Senior Officers

Give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom the Commission may contact that senior officer:

Donald Sharpe, President
604.689.8336
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.

DATED at Vancouver, British Columbia, this 22nd day of April, 2003.

/s/ Donald Sharpe
Donald Sharpe, President

Schedule "A"

Netco Energy Inc.
Suite 1320 - 925 West Georgia Street
Vancouver BC V6C 3L2

TSX Trading Symbol: "NEI"

April 22, 2003

News Release

Netco Announces completion of Private Placement of 15% Convertible Debentures

For further information contact Donald Sharpe at (604) 689-8336.

THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED OF THE CONTENTS OF THIS PRESS RELEASE.

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, thereunto duly authorized.

NETCO ENERGY INC.

/s/ Donald Sharpe
Donald Sharpe, President

Date: April 22, 2003

NETCO ENERGY INC 6-K