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.)


                         322 - 2000 South Dairy Ashford
                              Houston, Texas 77077
                    ________________________________________
                    (Address of Principal Executive Offices)


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


             2004 Stock Option and Incentive 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)              (3)
Common Stock     5,000,000      $0.38          $1,900,000        $240.73

Total            5,000,000                     $1,350,000.00     $240.73
________________________________________________________________________________
(1)
  The 5,000,000 shares to be registered are  pursuant to  the  2004 Stock Option
Plan of the Company as amended on May 10, 2006.

(2)
  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,  an aggregate of 5,130,277 Stock Options have been
issued under the 2003 Stock Option Plan and the 2004 Stock Option Plan.
(3)
  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.


<PAGE>


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 (a) 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.


                                       2


<PAGE>


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 in 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.


                                       3


<PAGE>


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.


                                       4


<PAGE>


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.


                                       5


<PAGE>


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 Dale Matheson Carr-Hilton LaBonte as independent
              registered 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.


                                       6


<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 Vancouver,  Province of British Columbia,  Canada, on
the 25th day of May, 2006.


                                    PETROGEN CORP.


                                    By: /s/ SACHA SPINDLER
                                        ___________________________
                                            Sacha Spindler
                                            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               Chief Executive Officer/        May 25, 2006
____________________________        Director
    Sacha H. Spindler


/s/ SAM SEN                         President                       May 25, 2006
____________________________
    Sam Sen


/s/ BRIAN FIDDLER                   Chief Financial Officer         May 25, 2006
____________________________
    Brian Fiddler


/s/ JUSTIN PERRYMAN                 Director                        May 25, 2006
____________________________
    Justin Perryman


/s/ TIMOTHY G. RUSSELL              Director                        May 25, 2006
____________________________
    Timothy G. Russell


                                       7
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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.)

                         322 - 2000 South Dairy Ashford
                              Houston, Texas 77077
                    ________________________________________
                    (Address of Principal Executive Offices)

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

             2004 Stock Option and Incentive 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)              (3)
Common Stock     5,000,000      $0.38          $1,900,000        $240.73

Total            5,000,000                     $1,350,000.00     $240.73
________________________________________________________________________________
(1)
  The 5,000,000 shares to be registered are  pursuant to  the  2004 Stock Option
Plan of the Company as amended on May 10, 2006.

(2)
  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,  an aggregate of 5,130,277 Stock Options have been
issued under the 2003 Stock Option Plan and the 2004 Stock Option Plan.
(3)
  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 (a) 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.

                                       2
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 in 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.

                                       3
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.

                                       4
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.

                                       5
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 Dale Matheson Carr-Hilton LaBonte as independent
              registered 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.

                                       6
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 Vancouver,  Province of British Columbia,  Canada, on
the 25th day of May, 2006.

                                    PETROGEN CORP.

                                    By: /s/ SACHA SPINDLER
                                        ___________________________
                                            Sacha Spindler
                                            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               Chief Executive Officer/        May 25, 2006
____________________________        Director
    Sacha H. Spindler

/s/ SAM SEN                         President                       May 25, 2006
____________________________
    Sam Sen

/s/ BRIAN FIDDLER                   Chief Financial Officer         May 25, 2006
____________________________
    Brian Fiddler

/s/ JUSTIN PERRYMAN                 Director                        May 25, 2006
____________________________
    Justin Perryman

/s/ TIMOTHY G. RUSSELL              Director                        May 25, 2006
____________________________
    Timothy G. Russell

                                       7