U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933


                                 PETROGEN CORP.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)


            NEVADA                                               87-0571853
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)


                       3200 Southwest Freeway, Suite 3300
                              Houston, Texas 77027
                    ________________________________________
                    (Address of Principal Executive Offices)


                                       N/A
                    _________________________________________
                    (Former name, address and fiscal year, if
                           changed since last report)


                      2004 Stock Option and Incentive Plan
                      ____________________________________
                            (Full title of the plan)


                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                           Vancouver, British Columbia
                                 Canada, V6B 4N5
                           Attention: Michael Shannon
                     _______________________________________
                     (Name and address of agent for service)


                                  604.684.2550
                     _______________________________________
                     (Telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                 Proposed           Proposed
Title of                         maximum            maximum
Securities        Amount         offering           aggregate       Amount of
To be             to be          price              offering        registration
Registered        Registered     per share (1)      price (2)       fee

Common Stock      5,000,000        $0.38            $1,900,000        $240.73
________________________________________________________________________________

(1) Estimated  solely for the purpose of computing the registration fee pursuant
to Rule  457(c)  and (h) under  the  Securities  Act of 1933,  as  amended.  The
Proposed  Maximum  Offering  Price  Per  Share  was  determined  by the Board of
Directors  using the average of the market price over the last five trading days
prior to the date of filing this registration statement,  which was $0.38. As of
the date of this  Registration  Statement,  no Stock Options or Incentives  have
been issued.


<PAGE>


(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
additional  shares of Common Stock of Petrogen Corp.  (the  "Company") as may be
issuable as a result of stock splits, stock dividends or similar transactions.


PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  filed with or furnished to the Securities and
Exchange  Commission,   are  incorporated  in  this  Registration  Statement  by
reference:

         (i)      the latest  annual  report of the Company  filed on Form 10KSB
                  pursuant to Section  13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act").

         (ii)     all other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the annual  report on Form 10-KSB  referred to
                  in (i) above.

         (iii)    the  registration statement of the Company filed on Form 10-SB
                  pursuant to Section 12(g) of the Exchange Act.

         (iv)     The  description  of  securities  which  is  contained  in the
                  registration  statement  on Form  10-SB  filed by the  Company
                  pursuant  to Section 12 of the  Exchange  Act,  including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.


<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the securities  being registered will be passed upon by
The Law Office of Reed & Reed,  P.C.,  Special  Counsel to the Company,  of 4450
Arapahoe Ave., Suite 100, Boulder, Colorado 80303.

         None of the  experts  named in the  Registration  Statement  as  having
prepared  or  certified  a  report  or  counsel  for the  Company  named  in the
Registration  Statement  as having  given an opinion  upon the  validity  of the
securities  being  registered or upon other legal matters in connection with the
registration  of offering of such  securities have or will receive in connection
with the offering a substantial interest,  direct or indirect, in the Company or
its subsidiary, if any, nor was connected with the Company or its subsidiary, if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the Nevada Revised Statutes contains  provisions for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

         The  officers  and  directors  of the  Company are  accountable  to the
shareholders  of the  Company as  fiduciaries,  which  means such  officers  and
directors  are  required to exercise  good faith and  integrity  in handling the
Company's affairs.

         A  shareholder  may be able to  institute  legal  action  on  behalf of
himself and all other similarly  situated  shareholders to recover damages where
the Company has failed or refused to observe the law.  Shareholders may, subject
to  applicable  rules of civil  procedure,  be able to bring a class  action  or
derivative suit to enforce their rights,  including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection  with the purchase or sale of their interest in the Company due to
a breach of a  fiduciary  duty by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

Article VI of the Company's  Bylaws,  INDEMNIFICATION  OF CERTAIN PERSONS states
the following:

SECTION 1. INDEMNIFICATION. For purposes of this Article a "PROPER PERSON" means
any person  (including the estate or personal  representative of a director) who
was or is a  party  or is  threatened  to be  made a  party  to any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or investigative,  and whether formal or informal,  by reason of
the fact that he is or was a director, officer, employee,  fiduciary or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer, partner, trustee, employee, fiduciary or agent of any foreign
or  domestic  profit or  non-profit  corporation  or of any  partnership,  joint
venture,  trust,  profit  or  non-profit  unincorporated  association,   limited
liability  company or other enterprise or employee benefit plan. The Corporation
shall  indemnify  any  Proper  Person  against   reasonably   incurred  expenses
(including attorneys' fees), judgments,  penalties,  fines (including any excise


<PAGE>


tax  assessed  with  respect to an employee  benefit  plan) and amounts  paid in
settlement  reasonably  incurred by him  connection  with such  action,  suit or
proceeding  if it is  determined  by the  groups  set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed:
(i) in the case of conduct in his official  capacity with the Corporation,  that
his conduct was in the  Corporation's  best  interests;  (ii) in all other cases
(except  criminal  cases),  that his  conduct  was at least not  opposed  to the
Corporation's best interests;  or (iii) in the case of any criminal  proceeding,
that he had no reasonable  cause to believe his conduct was  unlawful.  Official
capacity  means,  when used with  respect to a director,  the office of director
and,  when used  with  respect  to any  other  Proper  Person,  the  office in a
Corporation  held  by  the  officer  or  the  employment,  fiduciary  or  agency
relationship  undertaken  by the  employee,  fiduciary or agent on behalf of the
Corporation.  Official  capacity does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.


         A director's  conduct  with  respect to an employee  benefit plan for a
purpose  the  director  reasonably  believed  to  be in  the  interests  of  the
participants  in or  beneficiaries  of the plan is conduct  that  satisfies  the
requirements  in  paragraph  (ii) of this  section.  A  director's  conduct with
respect to an employee  benefit  plan for a purpose  that the  director  did not
reasonably   believe  to  be  in  the  interests  of  the   participants  in  or
beneficiaries of the plan shall be deemed not to satisfy the requirement of this
section that he conduct himself in good faith.


         No indemnification  shall be made under this Article to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by or
in the right of a Corporation in which the Proper Person was adjudged  liable to
the  Corporation or in connection  with any proceeding  charging that the Proper
Person derived an improper personal benefit,  whether or not involving action in
an  official  capacity,  in which he was  adjudged  liable on the basis  that he
derived  an  improper  personal  benefit.  Further,  indemnification  under this
section  in  connection  with a  proceeding  brought  by or in the  right of the
Corporation shall be limited to reasonable expenses,  including attorneys' fees,
incurred in connection with the proceeding.


SECTION 2. RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify any Proper
Person who was wholly successful,  on the merits or otherwise, in defense of any
action, suit, or proceeding as to which he was entitled to indemnification under
Section  1  of  this  Article  against  expenses  (including   attorneys'  fees)
reasonably  incurred  by him in  connection  with  the  proceeding  without  the
necessity of any action by the Corporation  other than the determination in good
faith that the defense has been wholly successful.


SECTION 3. EFFECT OF TERMINATION OF ACTION. The termination of any action,  suit
or proceeding by judgment,  order,  settlement or conviction,  or upon a plea of
nolo contendere or its equivalent  shall not of itself create a presumption that
the  person  seeking  indemnification  did not meet  the  standards  of  conduct
described in Section 1 of this  Article.  Entry of a judgment by consent as part
of a settlement  shall not be deemed an adjudication of liability,  as described
in Section 2 of this Article.


<PAGE>


SECTION 4. GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION. Except where
there is a right to  indemnification  as set  forth in  Sections  1 or 2 of this
Article  or where  indemnification  is  ordered  by a court in Section 5 of this
Article, any indemnification shall be made by the Corporation only as determined
in the specific case by a proper group that indemnification of the Proper Person
is  permissible  under  the  circumstances  because  he has met  the  applicable
standards of conduct set forth in Section 1 of this Article.  This determination
shall be made by the Board of Directors by a majority vote of those present at a
meeting at which a quorum is present;  which quorum  shall  consist of directors
not parties to the  proceeding  (herein  the  "QUORUM").  If a Quorum  cannot be
obtained,  the determination  shall be made by a majority vote of a committee of
the Board of Directors  designated  by the Board of Directors,  which  committee
shall  consist of two or more  directors not parties to the  proceeding,  except
that  directors  who  are  parties  to the  proceeding  may  participate  in the
designation  of  directors  for the  committee.  If a  Quorum  of the  Board  of
Directors cannot be obtained and the committee cannot be established, or even if
a Quorum is  obtained  or the  committee  is  designated  and a majority  of the
directors  constituting  such Quorum or committee so directs,  the determination
shall be made by: (i) independent  legal counsel selected by a vote of the Board
of Directors or the  committee in the manner  specified in this section or, if a
Quorum of the full Board of Directors  cannot be obtained and a committee cannot
be established,  by independent legal counsel selected by a majority vote of the
full Board of Directors  (including directors who are parties to the action); or
(ii) a vote of the shareholders.


         Authorization of indemnification  and advance of expenses shall be made
in the same  manner as the  determination  that  indemnification  or  advance of
expenses is permissible except that, if the determination  that  indemnification
or advance of expenses is  permissible  is made by  independent  legal  counsel,
authorization  of  indemnification  and advance of expenses shall be made by the
body that selected such counsel.


SECTION  5.  COURT-ORDERED  INDEMNIFICATION.  Any  Proper  Person  may apply for
indemnification  to the court  conducting  the proceeding or to another court of
competent  jurisdiction  for mandatory  indemnification  under Section 2 of this
Article,  including  indemnification  for reasonable expenses incurred to obtain
court-ordered  indemnification.  If a court determines that the Proper Person is
entitled to  indemnification  under Section 2 of this  Article,  the court shall
order  indemnification,   including  the  Proper  Person's  reasonable  expenses
incurred to obtain court-ordered  indemnification.  If the court determines that
such Proper Person is fairly and reasonably  entitled to indemnification in view
of all  the  relevant  circumstances,  whether  or not he met the  standards  of
conduct  set forth in Section 1 of this  Article or was  adjudged  liable in the
proceeding,  the court may order such  indemnification as the court deems proper
except that if the Proper Person has been adjudged liable, indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.


<PAGE>


SECTION 6. ADVANCE OF EXPENSES.  Reasonable expenses (including attorneys' fees)
incurred in defending an action, suit or proceeding as described in Section 1 of
this Article may be paid by the  Corporation  to any Proper Person in advance of
the final disposition of such action,  suit or proceeding upon receipt of: (i) a
written  affirmation  of such Proper  Person's good faith belief that he has met
the standards of conduct prescribed by Section 1 of this Article; (ii) a written
undertaking, executed personally or on the Proper Person's behalf, to repay such
advances  if it is  ultimately  determined  that he did not meet the  prescribed
standards of conduct (the undertaking shall be an unlimited  general  obligation
of the  Proper  Person  but  need not be  secured  and may be  accepted  without
reference to financial ability to make repayment);  and (iii) a determination is
made by the proper group (as  described in Section 4 of this  Article)  that the
facts  as  then  known  to  the  group  would  not   preclude   indemnification.
Determination  and  authorization  of payments  shall be made in the same manner
specified in Section 4 of this Article.


SECTION 7. ADDITIONAL  INDEMNIFICATION  TO CERTAIN PERSONS OTHER THAN DIRECTORS.
In addition to the indemnification provided to officers, employees,  fiduciaries
or agents  because of their status as Proper  Persons  under this  Article,  the
Corporation  may also  indemnify  and  advance  expenses to them if they are not
directors  of the  Corporation  to a greater  extent  than is  provided in these
bylaws, if not inconsistent  with public policy,  and if provided for by general
or specific action of its Board of Directors or shareholders or by contract.


SECTION 8.  WITNESS  EXPENSES.  The  sections  of this  Article do not limit the
Corporation's  authority to pay or reimburse  expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time when he has
not been made a named defendant or respondent in the proceeding.


SECTION 9. REPORT TO SHAREHOLDERS. Any indemnification of or advance of expenses
to a director in accordance with this Article, if arising out of a proceeding by
or  on  behalf  of  the  Corporation,  shall  be  reported  in  writing  to  the
shareholders with or before the notice of the next shareholders' meeting. If the
next  shareholder  action is taken without a meeting at the  instigation  of the
Board of Directors,  such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

Section 17.12 of the Company's 2004 Stock Option and Incentive Plan provides for
indemnification as follows: "In addition to such other rights of indemnification
as they may have as members of the  Board,  the  members of the Board and of the
Committee  shall be  indemnified  by the Company  against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action  taken or failure
to act under or in  connection  with the Plan or any Option or Incentive  Award,
and  against all  amounts  paid by them in  settlement  thereof  (provided  such
settlement is approved by independent  legal counsel selected by the Company) or
paid  by  them  in  satisfaction  of a  judgment  in any  such  action,  suit or
proceeding,  except a judgment based upon a finding of bad faith;  provided that
upon the  institution  of any such action,  suit or proceeding a Board member or
Committee  member  shall,  in writing,  give the Company  notice  thereof and an
opportunity, at its own expense, to handle and defend the same before such Board
member  or  Committee  member  undertakes  to  handle  and  defend it on his own
behalf".


<PAGE>


Article XI of the Company's  Articles of Incorporation  states:  "No Director or
Officer shall be personally  liable to the Corporation or its  stockholders  for
monetary  damages for any breach of fiduciary duty by such person as Director or
Officer.  Notwithstanding the foregoing sentence, a Director or Officer shall be
liable to the extent provided by applicable law, (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) for
the payment of dividends in violation of NBS 78.300".

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense or any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

         The Company has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

         At present,  there is no pending  litigation or proceeding  involving a
director or  executive  officers of the Company as to which  indemnification  is
being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         In the event certain  Stock Options  issued under the Stock Option Plan
are not registered pursuant to this Registration Statement, the shares of Common
Stock to be issued  pursuant to an exercise of such Stock Option shall be issued
in  reliance  upon the  exemption  from  the  registration  requirements  of the
Securities Act of 1933, as amended,  contained in Section 4(2) thereof, covering
transactions  not involving any public  offering or not involving any "offer" or
"sale".

         In such  event,  each  optionee,  as a  condition  of  exercise,  shall
represent,  warrant and agree in a form of written  certificate  approved by the
Company  that (i) all shares of Common Stock are being  acquired  solely for his
own account and not on behalf of any other  person or entity;  (ii) no shares of
Common  Stock  will  be  sold  or  otherwise  distributed  in  violation  of the
Securities  Act of 1933, as amended,  or any other  applicable  federal or state
securities laws; (iii) if he is subject to reporting  requirements under Section
16(a) of the  Securities  Exchange Act of 1934, as amended,  he will (a) furnish
the  Company  with a copy of each  Form 4 filed by him and (b)  timely  file all
reports required under the federal  securities laws; and (iv) he will report all
sales of shares of Common Stock to the Company in writing.


<PAGE>


ITEM 8. EXHIBITS

         The  following  documents  are filed as exhibits  to this  Registration
Statement:

         5.1  Opinion of Law Office of Reed & Reed, P.C., as counsel to the
              Company, regarding the legality of the securities being
              registered.

         23.1 Consent of Law Office of Reed & Reed, P.C., as counsel to the
              Company, included in the Opinion as exhibit 5.1.

         23.2 Consent of Dale Matheson Carr-Hilton LaBonte as independent public
              accountants.

         99.1 2004 Stock Option and Incentive Plan.

ITEM 9. UNDERTAKINGS.

         The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent or
given a copy of the  registrant's  annual  report to  stockholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish,  without  charge,  a copy of such  report  on  written  request  of the
employee.

         The undersigned registrant hereby undertakes to transmit or cause to be
transmitted  to all  employees  participating  in the plan who do not  otherwise
receive such material as stockholders of the registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distributed to its stockholders generally.

         The undersigned  registrant  hereby  undertakes (i) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration Statement, if applicable,  to include any material information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide  offering  thereof;  and (iii) to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit plan
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


<PAGE>


         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, on July 22, 2004.

                                 PETROGEN CORP.



                                 By: /s/ SACHA SPINDLER
                                     _________________________________________
                                         Sacha Spindler, CEO, CFO and Director


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been  signed by the  following  person in the
capacity and on the date indicated.


Signature                                   Title                    Date


/s/ SACHA SPINDLER               CEO, CFO and Director          July 22, 2004
____________________________
    Sacha Spindler


/s/ L. WILLIAM KERRIGAN          Vice-President and Director    July 22, 2004
____________________________
    L. William Kerrigan


/s/ TIMOTHY G. RUSSELL           Director                       July 22, 2004
____________________________
    Timothy G. Russell
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933

                                 PETROGEN CORP.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               87-0571853
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                       3200 Southwest Freeway, Suite 3300
                              Houston, Texas 77027
                    ________________________________________
                    (Address of Principal Executive Offices)

                                       N/A
                    _________________________________________
                    (Former name, address and fiscal year, if
                           changed since last report)

                      2004 Stock Option and Incentive Plan
                      ____________________________________
                            (Full title of the plan)

                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                           Vancouver, British Columbia
                                 Canada, V6B 4N5
                           Attention: Michael Shannon
                     _______________________________________
                     (Name and address of agent for service)

                                  604.684.2550
                     _______________________________________
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                 Proposed           Proposed
Title of                         maximum            maximum
Securities        Amount         offering           aggregate       Amount of
To be             to be          price              offering        registration
Registered        Registered     per share (1)      price (2)       fee

Common Stock      5,000,000        $0.38            $1,900,000        $240.73
________________________________________________________________________________

(1) Estimated  solely for the purpose of computing the registration fee pursuant
to Rule  457(c)  and (h) under  the  Securities  Act of 1933,  as  amended.  The
Proposed  Maximum  Offering  Price  Per  Share  was  determined  by the Board of
Directors  using the average of the market price over the last five trading days
prior to the date of filing this registration statement,  which was $0.38. As of
the date of this  Registration  Statement,  no Stock Options or Incentives  have
been issued.
(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
additional  shares of Common Stock of Petrogen Corp.  (the  "Company") as may be
issuable as a result of stock splits, stock dividends or similar transactions.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  filed with or furnished to the Securities and
Exchange  Commission,   are  incorporated  in  this  Registration  Statement  by
reference:

         (i)      the latest  annual  report of the Company  filed on Form 10KSB
                  pursuant to Section  13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act").

         (ii)     all other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the annual  report on Form 10-KSB  referred to
                  in (i) above.

         (iii)    the  registration statement of the Company filed on Form 10-SB
                  pursuant to Section 12(g) of the Exchange Act.

         (iv)     The  description  of  securities  which  is  contained  in the
                  registration  statement  on Form  10-SB  filed by the  Company
                  pursuant  to Section 12 of the  Exchange  Act,  including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the securities  being registered will be passed upon by
The Law Office of Reed & Reed,  P.C.,  Special  Counsel to the Company,  of 4450
Arapahoe Ave., Suite 100, Boulder, Colorado 80303.

         None of the  experts  named in the  Registration  Statement  as  having
prepared  or  certified  a  report  or  counsel  for the  Company  named  in the
Registration  Statement  as having  given an opinion  upon the  validity  of the
securities  being  registered or upon other legal matters in connection with the
registration  of offering of such  securities have or will receive in connection
with the offering a substantial interest,  direct or indirect, in the Company or
its subsidiary, if any, nor was connected with the Company or its subsidiary, if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the Nevada Revised Statutes contains  provisions for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

         The  officers  and  directors  of the  Company are  accountable  to the
shareholders  of the  Company as  fiduciaries,  which  means such  officers  and
directors  are  required to exercise  good faith and  integrity  in handling the
Company's affairs.

         A  shareholder  may be able to  institute  legal  action  on  behalf of
himself and all other similarly  situated  shareholders to recover damages where
the Company has failed or refused to observe the law.  Shareholders may, subject
to  applicable  rules of civil  procedure,  be able to bring a class  action  or
derivative suit to enforce their rights,  including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection  with the purchase or sale of their interest in the Company due to
a breach of a  fiduciary  duty by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

Article VI of the Company's  Bylaws,  INDEMNIFICATION  OF CERTAIN PERSONS states
the following:

SECTION 1. INDEMNIFICATION. For purposes of this Article a "PROPER PERSON" means
any person  (including the estate or personal  representative of a director) who
was or is a  party  or is  threatened  to be  made a  party  to any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or investigative,  and whether formal or informal,  by reason of
the fact that he is or was a director, officer, employee,  fiduciary or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer, partner, trustee, employee, fiduciary or agent of any foreign
or  domestic  profit or  non-profit  corporation  or of any  partnership,  joint
venture,  trust,  profit  or  non-profit  unincorporated  association,   limited
liability  company or other enterprise or employee benefit plan. The Corporation
shall  indemnify  any  Proper  Person  against   reasonably   incurred  expenses
(including attorneys' fees), judgments,  penalties,  fines (including any excise
tax  assessed  with  respect to an employee  benefit  plan) and amounts  paid in
settlement  reasonably  incurred by him  connection  with such  action,  suit or
proceeding  if it is  determined  by the  groups  set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed:
(i) in the case of conduct in his official  capacity with the Corporation,  that
his conduct was in the  Corporation's  best  interests;  (ii) in all other cases
(except  criminal  cases),  that his  conduct  was at least not  opposed  to the
Corporation's best interests;  or (iii) in the case of any criminal  proceeding,
that he had no reasonable  cause to believe his conduct was  unlawful.  Official
capacity  means,  when used with  respect to a director,  the office of director
and,  when used  with  respect  to any  other  Proper  Person,  the  office in a
Corporation  held  by  the  officer  or  the  employment,  fiduciary  or  agency
relationship  undertaken  by the  employee,  fiduciary or agent on behalf of the
Corporation.  Official  capacity does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.

         A director's  conduct  with  respect to an employee  benefit plan for a
purpose  the  director  reasonably  believed  to  be in  the  interests  of  the
participants  in or  beneficiaries  of the plan is conduct  that  satisfies  the
requirements  in  paragraph  (ii) of this  section.  A  director's  conduct with
respect to an employee  benefit  plan for a purpose  that the  director  did not
reasonably   believe  to  be  in  the  interests  of  the   participants  in  or
beneficiaries of the plan shall be deemed not to satisfy the requirement of this
section that he conduct himself in good faith.

         No indemnification  shall be made under this Article to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by or
in the right of a Corporation in which the Proper Person was adjudged  liable to
the  Corporation or in connection  with any proceeding  charging that the Proper
Person derived an improper personal benefit,  whether or not involving action in
an  official  capacity,  in which he was  adjudged  liable on the basis  that he
derived  an  improper  personal  benefit.  Further,  indemnification  under this
section  in  connection  with a  proceeding  brought  by or in the  right of the
Corporation shall be limited to reasonable expenses,  including attorneys' fees,
incurred in connection with the proceeding.

SECTION 2. RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify any Proper
Person who was wholly successful,  on the merits or otherwise, in defense of any
action, suit, or proceeding as to which he was entitled to indemnification under
Section  1  of  this  Article  against  expenses  (including   attorneys'  fees)
reasonably  incurred  by him in  connection  with  the  proceeding  without  the
necessity of any action by the Corporation  other than the determination in good
faith that the defense has been wholly successful.

SECTION 3. EFFECT OF TERMINATION OF ACTION. The termination of any action,  suit
or proceeding by judgment,  order,  settlement or conviction,  or upon a plea of
nolo contendere or its equivalent  shall not of itself create a presumption that
the  person  seeking  indemnification  did not meet  the  standards  of  conduct
described in Section 1 of this  Article.  Entry of a judgment by consent as part
of a settlement  shall not be deemed an adjudication of liability,  as described
in Section 2 of this Article.
SECTION 4. GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION. Except where
there is a right to  indemnification  as set  forth in  Sections  1 or 2 of this
Article  or where  indemnification  is  ordered  by a court in Section 5 of this
Article, any indemnification shall be made by the Corporation only as determined
in the specific case by a proper group that indemnification of the Proper Person
is  permissible  under  the  circumstances  because  he has met  the  applicable
standards of conduct set forth in Section 1 of this Article.  This determination
shall be made by the Board of Directors by a majority vote of those present at a
meeting at which a quorum is present;  which quorum  shall  consist of directors
not parties to the  proceeding  (herein  the  "QUORUM").  If a Quorum  cannot be
obtained,  the determination  shall be made by a majority vote of a committee of
the Board of Directors  designated  by the Board of Directors,  which  committee
shall  consist of two or more  directors not parties to the  proceeding,  except
that  directors  who  are  parties  to the  proceeding  may  participate  in the
designation  of  directors  for the  committee.  If a  Quorum  of the  Board  of
Directors cannot be obtained and the committee cannot be established, or even if
a Quorum is  obtained  or the  committee  is  designated  and a majority  of the
directors  constituting  such Quorum or committee so directs,  the determination
shall be made by: (i) independent  legal counsel selected by a vote of the Board
of Directors or the  committee in the manner  specified in this section or, if a
Quorum of the full Board of Directors  cannot be obtained and a committee cannot
be established,  by independent legal counsel selected by a majority vote of the
full Board of Directors  (including directors who are parties to the action); or
(ii) a vote of the shareholders.

         Authorization of indemnification  and advance of expenses shall be made
in the same  manner as the  determination  that  indemnification  or  advance of
expenses is permissible except that, if the determination  that  indemnification
or advance of expenses is  permissible  is made by  independent  legal  counsel,
authorization  of  indemnification  and advance of expenses shall be made by the
body that selected such counsel.

SECTION  5.  COURT-ORDERED  INDEMNIFICATION.  Any  Proper  Person  may apply for
indemnification  to the court  conducting  the proceeding or to another court of
competent  jurisdiction  for mandatory  indemnification  under Section 2 of this
Article,  including  indemnification  for reasonable expenses incurred to obtain
court-ordered  indemnification.  If a court determines that the Proper Person is
entitled to  indemnification  under Section 2 of this  Article,  the court shall
order  indemnification,   including  the  Proper  Person's  reasonable  expenses
incurred to obtain court-ordered  indemnification.  If the court determines that
such Proper Person is fairly and reasonably  entitled to indemnification in view
of all  the  relevant  circumstances,  whether  or not he met the  standards  of
conduct  set forth in Section 1 of this  Article or was  adjudged  liable in the
proceeding,  the court may order such  indemnification as the court deems proper
except that if the Proper Person has been adjudged liable, indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.
SECTION 6. ADVANCE OF EXPENSES.  Reasonable expenses (including attorneys' fees)
incurred in defending an action, suit or proceeding as described in Section 1 of
this Article may be paid by the  Corporation  to any Proper Person in advance of
the final disposition of such action,  suit or proceeding upon receipt of: (i) a
written  affirmation  of such Proper  Person's good faith belief that he has met
the standards of conduct prescribed by Section 1 of this Article; (ii) a written
undertaking, executed personally or on the Proper Person's behalf, to repay such
advances  if it is  ultimately  determined  that he did not meet the  prescribed
standards of conduct (the undertaking shall be an unlimited  general  obligation
of the  Proper  Person  but  need not be  secured  and may be  accepted  without
reference to financial ability to make repayment);  and (iii) a determination is
made by the proper group (as  described in Section 4 of this  Article)  that the
facts  as  then  known  to  the  group  would  not   preclude   indemnification.
Determination  and  authorization  of payments  shall be made in the same manner
specified in Section 4 of this Article.

SECTION 7. ADDITIONAL  INDEMNIFICATION  TO CERTAIN PERSONS OTHER THAN DIRECTORS.
In addition to the indemnification provided to officers, employees,  fiduciaries
or agents  because of their status as Proper  Persons  under this  Article,  the
Corporation  may also  indemnify  and  advance  expenses to them if they are not
directors  of the  Corporation  to a greater  extent  than is  provided in these
bylaws, if not inconsistent  with public policy,  and if provided for by general
or specific action of its Board of Directors or shareholders or by contract.

SECTION 8.  WITNESS  EXPENSES.  The  sections  of this  Article do not limit the
Corporation's  authority to pay or reimburse  expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time when he has
not been made a named defendant or respondent in the proceeding.

SECTION 9. REPORT TO SHAREHOLDERS. Any indemnification of or advance of expenses
to a director in accordance with this Article, if arising out of a proceeding by
or  on  behalf  of  the  Corporation,  shall  be  reported  in  writing  to  the
shareholders with or before the notice of the next shareholders' meeting. If the
next  shareholder  action is taken without a meeting at the  instigation  of the
Board of Directors,  such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

Section 17.12 of the Company's 2004 Stock Option and Incentive Plan provides for
indemnification as follows: "In addition to such other rights of indemnification
as they may have as members of the  Board,  the  members of the Board and of the
Committee  shall be  indemnified  by the Company  against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action  taken or failure
to act under or in  connection  with the Plan or any Option or Incentive  Award,
and  against all  amounts  paid by them in  settlement  thereof  (provided  such
settlement is approved by independent  legal counsel selected by the Company) or
paid  by  them  in  satisfaction  of a  judgment  in any  such  action,  suit or
proceeding,  except a judgment based upon a finding of bad faith;  provided that
upon the  institution  of any such action,  suit or proceeding a Board member or
Committee  member  shall,  in writing,  give the Company  notice  thereof and an
opportunity, at its own expense, to handle and defend the same before such Board
member  or  Committee  member  undertakes  to  handle  and  defend it on his own
behalf".
Article XI of the Company's  Articles of Incorporation  states:  "No Director or
Officer shall be personally  liable to the Corporation or its  stockholders  for
monetary  damages for any breach of fiduciary duty by such person as Director or
Officer.  Notwithstanding the foregoing sentence, a Director or Officer shall be
liable to the extent provided by applicable law, (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) for
the payment of dividends in violation of NBS 78.300".

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense or any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

         The Company has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

         At present,  there is no pending  litigation or proceeding  involving a
director or  executive  officers of the Company as to which  indemnification  is
being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         In the event certain  Stock Options  issued under the Stock Option Plan
are not registered pursuant to this Registration Statement, the shares of Common
Stock to be issued  pursuant to an exercise of such Stock Option shall be issued
in  reliance  upon the  exemption  from  the  registration  requirements  of the
Securities Act of 1933, as amended,  contained in Section 4(2) thereof, covering
transactions  not involving any public  offering or not involving any "offer" or
"sale".

         In such  event,  each  optionee,  as a  condition  of  exercise,  shall
represent,  warrant and agree in a form of written  certificate  approved by the
Company  that (i) all shares of Common Stock are being  acquired  solely for his
own account and not on behalf of any other  person or entity;  (ii) no shares of
Common  Stock  will  be  sold  or  otherwise  distributed  in  violation  of the
Securities  Act of 1933, as amended,  or any other  applicable  federal or state
securities laws; (iii) if he is subject to reporting  requirements under Section
16(a) of the  Securities  Exchange Act of 1934, as amended,  he will (a) furnish
the  Company  with a copy of each  Form 4 filed by him and (b)  timely  file all
reports required under the federal  securities laws; and (iv) he will report all
sales of shares of Common Stock to the Company in writing.
ITEM 8. EXHIBITS

         The  following  documents  are filed as exhibits  to this  Registration
Statement:

         5.1  Opinion of Law Office of Reed & Reed, P.C., as counsel to the
              Company, regarding the legality of the securities being
              registered.

         23.1 Consent of Law Office of Reed & Reed, P.C., as counsel to the
              Company, included in the Opinion as exhibit 5.1.

         23.2 Consent of Dale Matheson Carr-Hilton LaBonte as independent public
              accountants.

         99.1 2004 Stock Option and Incentive Plan.

ITEM 9. UNDERTAKINGS.

         The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent or
given a copy of the  registrant's  annual  report to  stockholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish,  without  charge,  a copy of such  report  on  written  request  of the
employee.

         The undersigned registrant hereby undertakes to transmit or cause to be
transmitted  to all  employees  participating  in the plan who do not  otherwise
receive such material as stockholders of the registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distributed to its stockholders generally.

         The undersigned  registrant  hereby  undertakes (i) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration Statement, if applicable,  to include any material information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide  offering  thereof;  and (iii) to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit plan
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, on July 22, 2004.

                                 PETROGEN CORP.

                                 By: /s/ SACHA SPINDLER
                                     _________________________________________
                                         Sacha Spindler, CEO, CFO and Director

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been  signed by the  following  person in the
capacity and on the date indicated.

Signature                                   Title                    Date

/s/ SACHA SPINDLER               CEO, CFO and Director          July 22, 2004
____________________________
    Sacha Spindler

/s/ L. WILLIAM KERRIGAN          Vice-President and Director    July 22, 2004
____________________________
    L. William Kerrigan

/s/ TIMOTHY G. RUSSELL           Director                       July 22, 2004
____________________________
    Timothy G. Russell