10-Q 1 petrol10q033108.txt PERIOD ENDED 03-31-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended _____________ to ______________ Commission File Number: 000-30009 PETROL OIL AND GAS, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 90-0066187 ------------------------------ ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11020 King Street, Suite 375 Overland Park, Kansas 66210 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) (913) 323-4925 -------------------------------------------------- (Registrant's telephone number, including area code) --------------------------------------------------- (former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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. Yes |X| No |_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer___ Accelerated filer___ Non-accelerated filer_X_ (Do not check if a smaller reporting company) Smaller Reporting Company___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| The number of shares of Common Stock, $0.001 par value, outstanding on May 12, 2008 was 29,090,926.

Petrol Oil and Gas, Inc. Condensed Consolidated Statement of Operations (Unaudited) For the Quarter Ended March 31, ------------ ------------ 2008 2007 ------------ ------------ Revenue Oil and gas activities $ 1,092,784 $ 1,611,408 ------------ ------------ Expenses: Direct costs 468,342 754,038 Pipeline costs 21,196 265,328 General and administrative 311,552 250,868 Professional and consulting fees 165,508 387,731 Depreciation, depletion and amortization 200,163 652,397 ------------ ------------ Total expenses 1,166,761 2,310,362 ------------ ------------ Net operating (loss) (73,977) (698,954) ------------ ------------ Other income (expense): Interest income 779 -- Loss on disposal of assets (26,775) -- Interest expense (764,966) (1,088,253) ------------ ------------ (790,962) (1,088,253) Net (loss) $ (864,939) $ (1,787,207) ============ ============ Weighted average number of common shares outstanding - basic and fully diluted 29,090,926 29,090,926 ============ ============ Net (loss) per share - basic and fully diluted $ (0.03) $ (0.06) ============ ============ See notes to condensed consolidated financial statements. 3 Petrol Oil and Gas, Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) For the Quarter Ended March 31, ----------- ----------- 2008 2007 ----------- ----------- Cash flows from operating activities Net (loss) $ (864,939) $(1,787,207) Depreciation, depletion and amortization 200,164 539,792 Loss on disposal of assets 26,775 293,332 Accretion of asset retirement obligation 10,859 20,170 Shares issued for interest -- 115,746 Adjustments to reconcile net (loss) to cash used in operating activities: Accounts receivable 158,035 (98,663) Prepaid and other assets -- 17,036 Accounts payable 97,008 (268,195) Accrued liabilities 515,192 66,104 ----------- ----------- Net cash provided by (used in) operating activities 143,094 (1,101,885) ----------- ----------- Cash flows from investing activities Purchase of fixed assets (52,254) -- Additions to other assets -- (20,136) Additions to oil and gas properties and deposits -- (239,313) ----------- ----------- Net cash provided from (used in) investing activities (52,254) (259,449) ----------- ----------- Cash flows from financing activities Proceeds from loans payable 36,557 -- Payments on notes payable (6,039) (575,661) ----------- ----------- Net cash provided from (used in) financing activities 30,518 (575,661) ----------- ----------- Net increase (decrease) in cash 121,358 (1,936,995) Cash - beginning 506,711 5,917,958 ----------- ----------- Cash - ending $ 628,069 $ 3,980,963 =========== =========== Supplemental disclosures: Interest paid $ 254,107 $ 825,909 =========== =========== Income taxes paid -- -- =========== =========== See notes to condensed consolidated financial statements. 4

Note 4 - Debt Debt consists of the following: March 31, 2008 ============== Total notes payable $ 26,669,614 Our long-term debt has been classified as current as they were in default at March 31, 2008. See Note 6 for subsequent events. Note 5 - Fixed Price Sales Contracts We have entered into various contracts with our customers to sell gas and oil at a fixed price. At March 31, 2008 we had contracts covering approximately 45,000 mmbtu per month for the period of April 2008 to March 2009 at an average price of $7.10 per mmbtu. Note 6 - Subsequent 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"). Petrol is in default of certain obligations to its Holders under its Secured Convertible Term Note, dated October 28, 2004, in the principle amount of $8,000,000; its Secured Term Note, dated October 31, 2005, in the principle amount of $10,000,000; its Secured Term Note, dated March 31, 2006, in the principle amount of $5,000,000; and its Secured Term Note, dated May 26, 2006, in the principle amount of $10,000,000 (collectively, the "Notes," and all other obligations of Petrol together with the Notes, the "Outstanding Obligations"), and has received from LV and the Holders a default and acceleration notice with respect to the Outstanding Obligations. The aggregate amount due and owing to the Holders as of April 30, 2008 is approximately $35.7 million. The Outstanding Obligations are secured by various mortgages and other fixed and mixed assets and real and personal property pursuant to security and other agreements covering assets or other rights to which Petrol has rights (all such assets, rights and collateral, collectively, the "Collateral"), a portion of which are assets and rights referred to as the "Petrol-Neodesha Project," located in Neosho and Wilson Counties, Kansas, consisting of, among other Collateral, mortgages, and real, personal property and fixed and mixed assets used in connection with the Petrol-Neodesha Project (the "Neodesha Collateral"). The Agreement allows the Holders to foreclose on the Neodesha Collateral and governs the terms and conditions of the foreclosure. The Agreement provides that Petrol will not contest the sale of the Neodesha Collateral, which will be conducted as a public foreclosure sale in accordance with Kansas law. Petrol has agreed to reasonably assist LV and the Holders in the completion of the foreclosure sale. After the sale of the Neodesha Collateral becomes final, LV and the Holders will release Petrol of all remaining amounts owed or claims they may have, and the Holders will reassign to Petrol their overriding royalty interests in the mineral leases located at Petrol's Coal Creek Project. As part of the Agreement, Petrol will cancel all outstanding warrants for purchases of securities issued to Holders in connection with the Outstanding Obligations and replace them with warrants to purchase 1,000,000 shares of common stock at an initial exercise price of $0.20 per share. 6 FORWARD-LOOKING STATEMENTS This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "could," "will be," "estimate," "intend," "plan," "continue," "believe," "expect," "anticipate," "goal" or "forecast" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except as otherwise required by applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to: o attainment of profitable operations based on the development of oil and gas products that can be sold, and the continued availability of debt or equity financing. The Company's ability to continue to operate is contingent on refinancing or restructuring indebtedness. See "Liquidity and Capital Resources". o increased competitive pressures from existing competitors and new entrants; o increases in interest rates or our cost of borrowing or a default under any material debt agreements; o deterioration in general or regional economic conditions; o adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; o hedging risks; o ability to attract and retain key personnel; o inability to achieve future sales levels or other operating results; o fluctuations of oil and gas prices; o the unavailability of funds for capital expenditures; and o operational inefficiencies in distribution or other systems. For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2007, and to the extent applicable, our Quarterly Reports on Form 10-Q. References to "Petrol", "the Company", "we," "us," and "our" refer to Petrol Oil and Gas, Inc. 7

Pipeline Costs. Pipeline costs for the three months ended March 31, 2008 were $21,196, a decrease of $244,132, or 92.0%, from $265,328 for the three months ended March 31, 2007. The decrease in pipeline costs was primarily the result of our cessation of the operation of the Company's pipeline system supporting its Waverly properties in the Coal Creek Project and reduced operating of its Burlington properties, also in the Coal Creek Project during the second quarter 2007 and changes to our compression system, resulting in reduced compressor rentals, together will reduce overall expenses. General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2008 were $311,552, an increase of $60,684, or 24.2%, from $250,868 for the three months ended March 31, 2007. The increase in general and administrative expenses is attributable to less production activity, where costs would be costs allocated. Professional and Consulting Fees. Professional and consulting fees for the three months ended March 31, 2008 was $165,508, a decrease of $222,223, or 57.3%, from $387,731 for the three months ended March 31, 2007. The decrease in professional and consulting fees was a result of an overall reduction in the use of consultants and levels of accounting and legal services as well as general cost cutting. Depreciation, Depletion, and Amortization Expense. Depreciation, depletion, and amortization expense for the three months ended March 31, 2008 was $200,163, a decrease of $452,234, or 69.3%, from $652,397 for the three months ended March 31, 2007. The decrease in depreciation, depletion and amortization reflects a significantly lower level of applicable assets in the first quarter 2008 as compared to the first quarter of 2007 due to the charge for impairment of oil and gas properties and pipelines and the sale of oil properties. Net Operating Loss. The net operating loss for the three months ended March 31, 2008 was $73,977, versus a net operating loss of $698,954 for the three months ended March 31, 2007. Other Income (Expense). Interest expense for the three months ended March 31, 2008 was $764,966 a decrease of $323,287 from the three months ended March 31, 2007 from $1,088,253. The decrease in interest expense is the result of the accretion of warrants in 2007 and no remaining accretion in 2008. In the three months ended March 31, 2008, we incurred a loss on the disposal of fixed assets of $26,775. Liquidity and Capital Resources During the six months ended March 31, 2008 our cash position decreased by $4,071,502. During that period, our operating activities utilized $2,417,475 of cash mainly from operating expenses we incurred, and we made payments on notes payable of $1,375,555. The following table summarizes total assets, accumulated deficit, stockholders' equity and working capital at March 31, 2008 compared to December 31, 2007. 9

On April 7, 2006, the funds were released from Escrow. Net proceeds to Petrol from the financing, after payment of fees and expenses to Laurus and its affiliates, were $4,806,688. The proceeds are being utilized by Petrol for drilling activities on our Coal Creek Project. On May 31, 2006, we entered into agreements with Laurus to draw down an additional $10,000,000 under the credit facility provided by Laurus in October 2005. Under the terms of the Laurus agreements we issued a Secured Term Note in the aggregate principal amount of $10,000,000 and a five-year warrant to purchase 400,000 shares of our common stock at $1.65 per share. The Note has a three-year term and bears an interest rate equivalent to the "prime rate" published by the Wall Street Journal from time to time plus 3.25%, subject to a floor of 10% and a ceiling of 14% per annum. Concurrently with the execution of the new Laurus Funds agreements, Petrol amended and restated its previous $10,000,000 Secured Term Note dated October 31, 2005 and the $5,000,000 Secured Term Note dated March 31, 2006 with Laurus Funds. On June 2, 2006, the funds were released from Escrow. Net proceeds to Petrol from the financing, after payment of fees and expenses to Laurus Funds and its affiliates, were $9,629,679. The proceeds will be utilized by Petrol for drilling activities on Petrol's Coal Creek Project. At December 31, 2007, the Company had long term debt (including the current portion of long term debt) of approximately $26.7 million. Approximately $15 million of this debt was utilized to develop the Coal Creek Project, which has contributed no significant revenue to the Company. As a result, the Company's cash position has seriously declined. On October 28, 2007, the Company was required to make a principal payment of approximately $1.1 million on a portion of its long term debt. The Company did not have adequate cash to make such principal payment and is currently in default under the terms of the note for this long term debt. On April 9, 2008, the Company's debt was declared in default and accelerated by Laurus. On April 30, 2008, the Company entered into a Foreclosure-Related Agreement (the "Foreclosure Agreement") with Laurus. The aggregate amount due and owing to Laurus as of April 30, 2008 was approximately $35.7 million. The outstanding obligations are secured by various mortgages and other fixed and mixed assets and real and personal property pursuant to security and other agreements covering assets or other rights to which the Company has rights (all such assets, rights and collateral, collectively, the "Collateral"), a portion of which are assets and rights referred to as the "Petrol-Neodesha Project," located in Neosho and Wilson Counties, Kansas, consisting of, among other Collateral, mortgages, and real, personal property and fixed and mixed assets used in connection with the Petrol-Neodesha Project (the "Neodesha Collateral"). The Agreement allows Laurus to foreclose on the Neodesha Collateral and governs the terms and conditions of the foreclosure. The Agreement provides that the Company will not contest the sale of the Neodesha Collateral, which will be conducted as a public foreclosure sale in accordance with Kansas law. The Company has agreed to reasonably assist Laurus in the completion of the foreclosure sale. After the sale of the Neodesha Collateral becomes final, Laurus will release Petrol of all remaining amounts owed or claims they may have, and Laurus will reassign to Petrol their overriding royalty interests in the mineral leases located at the Company 's Coal Creek Project. 11 As part of the Agreement, the Company will cancel all outstanding warrants for purchases of securities issued to Laurus in connection with the Outstanding Obligations and replace them with warrants to purchase 1,000,000 shares of common stock at an initial exercise price of $0.20 per share. The foreclosure by Laurus described above will leave the Company with far fewer assets than it currently has. There can be no assurance that the Company will be able to continue operations and satisfy its obligations in the future. Cash Flows. Since inception, we have financed cash flow requirements through debt financing, the issuance of common stock and revenues generated from the sale of oil and gas. As we expand operational activities, we may experience net negative cash flows from operations, pending receipt of sales or development fees, and may be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. Derivatives To reduce our exposure to unfavorable changes in natural gas prices, we have entered into an agreement to utilize energy swaps in order to have a fixed-price contract. This contract allows us to be able to predict with greater certainty the effective natural gas prices to be received for hedged production and benefit operating cash flows and earnings when market prices are less than the fixed prices provided under the contracts. However, we will not benefit from market prices that are higher than the fixed prices in our contracts for hedged production. If we are unable to provide the quantity that we have contracted for we will have to go to the open market to purchase the required amounts that we have contracted to provide. We entered into a "Fixed Price Contract" to sell 1,000.0 DTH per day of our natural gas productions at a fixed price of $7.32 per DTH. The contract period began April 1, 2007 and expired on March 31, 2008. Critical Accounting Policies and Estimates Our accounting estimates include bad debts on our receivables, amount of depletion of our oil and gas properties subject to amortization, the asset retirement obligation and the value of the options and warrants that we issue. Our trade receivables have been fully collectible since inception and we only have sales to a small base of customers. We believe that all of our receivables are collectible. The depletion of our oil and gas properties is based in part on the evaluation of our reserves and an estimate of our reserves. We obtain an evaluation of the proved reserves from a professional engineering company and on a quarterly basis we review the estimates and determine if any adjustments are needed. If the actual reserves are less than the estimated reserves, we would not fully deplete our costs. The asset retirement obligation relates to the plug and abandonment costs when our wells are no longer useful. We determine the value of the liability by obtaining quotes for this service and estimate the increase we will face in the future. We then discount the future value based on an intrinsic interest rate that is appropriate for Petrol. If costs rise more than what we have expected, there could be additional charges in the future however we monitor the costs of the abandoned wells and we will adjust this liability if necessary. The value we assign to the options and warrants that we issue is based on the fair market value as calculated by the Black-Scholes pricing model. To perform a calculation of the value of our options and warrants, we determine the volatility of our stock. We believe our estimate of volatility is reasonable and we review the assumptions used to determine this whenever we have an equity instrument that needs a fair market value. Although the offset to the valuation is in paid in capital, were we to have an incorrect material volatility assumption, our expenses could be understated or overstated. The preparation of our financial statements requires us to make assumptions and 12 estimates that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Item 3. Quantitative and Qualitative Disclosure About Market Risk. Not applicable. Item 4T. Controls and Procedures. We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2008. This evaluation was carried out under the supervision and with the participation of our sole executive officer, Chief Executive Officer, Loren Moll and with the assistance of our company accountant. Based upon that evaluation, they concluded that, as of March 31, 2008, our disclosure controls and procedures have not been identified and we have not yet tested their effectiveness. Because of this lack of identification and testing, we cannot assure the effectiveness of the controls and procedures. There have been no significant changes in our internal controls over financial reporting for the quarter ended March 31, 2008 that have materially affected or are reasonably likely to materially affect such controls. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. The Company has established disclosure controls and procedures to ensure that information disclosed in this MD&A and the related financial statements was properly recorded, processed, summarized and reported to the Company`s Board of Directors. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There has been no change in the Company's disclosure controls the quarter ended March 31, 2008 that has materially affected or is likely to materially affect its control over financial reporting. Management's Report on Internal Control over Financial Reporting ---------------------------------------------------------------- The CEO of the Company acknowledges that he is responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Rule 240.13a-15(f) or Rule 240.15d-15(f). This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. 13 Management and the Board of Directors work to mitigate the risk of a material misstatement in financial reporting, however, there can be no assurance that this risk can be reduced to less than a remote likelihood of a material misstatement. Management has not yet identified the critical disclosure controls and procedures associated with the Company's internal control over financial reporting for the quarter ended March 31, 2008 and has not yet tested the effectiveness of these disclosure controls and procedures and, therefore, cannot yet deem these controls to be effective. Therefore, the Company has determined that a material weakness exists related to the lack of identification and testing of disclosure controls and procedures associated with the Company's internal control over financial reporting for the quarter ended March 31, 2008. This material weakness could materially affect the Company's control over financial reporting. Limitations on the Effectiveness of Internal Controls ----------------------------------------------------- Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Weaver & Martin LLC, the Company's independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of the Company's internal control over financial reporting as of March 31, 2008. PART II--OTHER INFORMATION Item 1. Legal Proceedings. Petrol is and may become involved in various routine legal proceedings incidental to its business. However, to Petrol's knowledge as of the date of this report, there are no material pending legal proceedings to which Petrol is a party or to which any of its property is subject. Item 1A. Risk Factors. There have been no material changes from the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2007. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. On April 30, 2008, 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"). Petrol is in default of certain obligations to its Holders under its Secured Convertible Term Note, dated October 28, 2004, in the principle amount of $8,000,000; its Secured Term Note, dated October 31, 2005, in the principle amount of $10,000,000; its Secured Term Note, dated March 31, 2006, in the 14 principle amount of $5,000,000; and its Secured Term Note, dated May 26, 2006, in the principle amount of $10,000,000 (collectively, the "Notes," and all other obligations of Petrol together with the Notes, the "Outstanding Obligations"), and has received from LV and the Holders a default and acceleration notice with respect to the Outstanding Obligations. The aggregate amount due and owing to the Holders as of April 30, 2008 is approximately $35.7 million. The Outstanding Obligations are secured by various mortgages and other fixed and mixed assets and real and personal property pursuant to security and other agreements covering assets or other rights to which Petrol has rights (all such assets, rights and collateral, collectively, the "Collateral"), a portion of which are assets and rights referred to as the "Petrol-Neodesha Project," located in Neosho and Wilson Counties, Kansas, consisting of, among other Collateral, mortgages, and real, personal property and fixed and mixed assets used in connection with the Petrol-Neodesha Project (the "Neodesha Collateral"). The Agreement allows the Holders to foreclose on the Neodesha Collateral and governs the terms and conditions of the foreclosure. The Agreement provides that Petrol will not contest the sale of the Neodesha Collateral, which will be conducted as a public foreclosure sale in accordance with Kansas law. Petrol has agreed to reasonably assist LV and the Holders in the completion of the foreclosure sale. After the sale of the Neodesha Collateral becomes final, LV and the Holders will release Petrol of all remaining amounts owed or claims they may have, and the Holders will reassign to Petrol their overriding royalty interests in the mineral leases located at Petrol's Coal Creek Project. As part of the Agreement, Petrol will cancel all outstanding warrants for purchases of securities issued to Holders in connection with the Outstanding Obligations and replace them with warrants to purchase 1,000,000 shares of common stock at an initial exercise price of $0.20 per share. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits. The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Quarterly Report on Form 10-Q. 15 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. PETROL OIL AND GAS, INC. By: /s/ Loren Moll -------------------------------- Loren Moll, Chief Executive Officer (On behalf of the registrant and as principal accounting officer) Date: May 19, 2008 16 INDEX TO EXHIBITS Exhibit Number Exhibits ------- ---------------------------------------------------------------- 31.1 Certification of the Company's Chief Executive Officer and principal accounting officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241). 32.1 Certification of the Company's Chief Executive Officer and principal accounting officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 17

PETROL OIL & GAS INC 10-Q