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

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


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

            NEVADA                                               88-0277072
           --------                                              ----------
(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)


                      Stock Option Plan for Petrogen Corp.
                      ------------------------------------
                            (Full title of the plan)


                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                      -------------------------------------
                     (Name and address of agent for service)

                                  303.985.9324
                     --------------------------------------
                     (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         price          fee
                                          (1)              (2)
Common Stock   1,550,000              $0.25        $ 387,500.00       $ 31.35
Common Stock     500,000               0.50          250,000.00         20.22
Common Stock     950,000               0.75          712,500.00         57.64

Total          3,000,000                          $1,350,000.00       $109.22
--------------------------------------------------------------------------------
<PAGE>

(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 and
set  contractually.  As of the date of this  Registration  Statement,  1,550,000
Stock  Options at an exercise  price of $0.25 have been  issued,  500,000  Stock
Options  at an  exercise  price of $0.50 have been  issued,  and  750,000  Stock
Options at an exercise price of $0.75 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.


<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities  being registered will be passed upon by Diane D.
Dalmy,  Esq., General Counsel to the Company,  8965 W. Cornell Place,  Lakewood,
Colorado 80227.

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.

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.

<PAGE>

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 Diane D. Dalmy, as counsel to the Company,  regarding the
            legality of the securities being registered.

     23.1   Consent of Diane D. Dalmy,  as counsel to the  Company,  included in
            the Opinion as exhibit 5.1.

     23.2   Consent of LaBonte & Co. as independent public accountants.

     99.1   Stock Option 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.

<PAGE>

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 Blaine, State of Washington, on February 12, 2003.

                        PETROGEN CORP.
                        By:/s/ SACHA SPINDLER
                           -----------------------------
                           Sacha Spindler, President and
                           Chief Executive Officer

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.

<PAGE>

Signature                           Title                   Date

/s/ SACHA H. SPINDLER               Director                September 11, 2003
----------------------------

/s/ LEO W. KERRIGAN                 Director                September 11, 2003
----------------------------
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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, AS AMENDED

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

            NEVADA                                               88-0277072
           --------                                              ----------
(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)

                      Stock Option Plan for Petrogen Corp.
                      ------------------------------------
                            (Full title of the plan)

                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                      -------------------------------------
                     (Name and address of agent for service)

                                  303.985.9324
                     --------------------------------------
                     (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         price          fee
                                          (1)              (2)
Common Stock   1,550,000              $0.25        $ 387,500.00       $ 31.35
Common Stock     500,000               0.50          250,000.00         20.22
Common Stock     950,000               0.75          712,500.00         57.64

Total          3,000,000                          $1,350,000.00       $109.22
--------------------------------------------------------------------------------
(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 and
set  contractually.  As of the date of this  Registration  Statement,  1,550,000
Stock  Options at an exercise  price of $0.25 have been  issued,  500,000  Stock
Options  at an  exercise  price of $0.50 have been  issued,  and  750,000  Stock
Options at an exercise price of $0.75 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 Diane D.
Dalmy,  Esq., General Counsel to the Company,  8965 W. Cornell Place,  Lakewood,
Colorado 80227.

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.

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 Diane D. Dalmy, as counsel to the Company,  regarding the
            legality of the securities being registered.

     23.1   Consent of Diane D. Dalmy,  as counsel to the  Company,  included in
            the Opinion as exhibit 5.1.

     23.2   Consent of LaBonte & Co. as independent public accountants.

     99.1   Stock Option 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 Blaine, State of Washington, on February 12, 2003.

                        PETROGEN CORP.
                        By:/s/ SACHA SPINDLER
                           -----------------------------
                           Sacha Spindler, President and
                           Chief Executive Officer

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 H. SPINDLER               Director                September 11, 2003
----------------------------

/s/ LEO W. KERRIGAN                 Director                September 11, 2003
----------------------------