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


                                  FORM 10-QSB/A


    xx Quarterly report under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

               For the quarterly period ended: September 30, 2005

         Transition report under Section 13 or 15(d) of the Exchange Act

            For the transition period from ___________ to __________

                         Commission File number: 0-3912

                             Petrol Industries, Inc.
                             -----------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

            Nevada                                75-1282449
           --------                              ------------
(State or Other Jurisdiction of          (IRS Employer Identification Number)
 Incorporation of Organization)

                202 N. Thomas, Suite 4        Shreveport, LA 71107-6539
                -------------------------------------------------------
                      (Address of Principal Executive Offices)

                                 (318) 424-6396
                                ----------------
                (Issuer's Telephone Number, Including Area Code)


     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes xx No____

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes ____ No ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable  date:  9,897,608 as of December 9,
2005

         Transitional Small Business Disclosure Format: Yes ____ No xx__
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                     PETROL INDUSTRIES, INC. & SUBSIDIARIES
                           Consolidated Balance Sheets

                                                                   September 30,      December 31,
                                                                       2005               2004
                                                                   --------------    -------------
                    Assets
Current assets:
<S>                                                                      <C>               <C>
  Cash and cash equivalents                                        $      84,865     $     89,762
  Accounts receivable:
    Trade                                                                453,083           27,470
    Other                                                                  2,799            9,498
    Deposit on Equipment                                                 100,000            - 0 -
                                                                   --------------    -------------
                                                                         640,747           36,968

Inventory                                                                133,909           33,357
Prepaid expenses                                                           5,263            2,849
                                                                   --------------    -------------
          Total current assets                                           779,919          162,936
                                                                   --------------    -------------
Property and equipment, at cost:
  Land                                                                     7,000            7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method                               3,059,099        3,138,401
  Trucks and other operating equipment                                   452,915          363,215
  Furniture and fixtures                                                  36,412           36,306
                                                                   --------------    -------------
                                                                       3,555,426        3,544,922
  Less accumulated depreciation, depletion and
    amortization                                                       3,388,906        3,458,877
                                                                   --------------    -------------
                                                                         166,520           86,045
                                                                   --------------    -------------
Other assets                                                               1,107            1,107
                                                                   --------------    -------------
                                                                   $     947,546     $    250,088
       Liabilities and Stockholders' Deficit                       ==============    =============

Current liabilities:
  Accounts payable                                                 $     179,220     $     43,460
  Payable to interest owners                                              - 0 -           324,871
  Note payable                                                           578,765        1,057,225
  Notes payable                                                           - 0 -           189,756
  Accrued expenses                                                        24,256           96,160
                                                                   --------------    -------------
          Total current liabilities                                      782,241        1,711,472
                                                                   --------------    -------------
  Reserve for past interest owners                                       200,000            - 0 -
                                                                   --------------    -------------
          Total Liabilities                                              982,241        1,711,472
                                                                   --------------    -------------
Stockholders' equity (deficit):
  Preferred stock-no par value. Authorized 1,000,000
    shares; no shares issued or outstanding                                  ---              ---
  Common stock-$.10 par value. Authorized 10,000,000
    shares; issued and outstanding 9,697,608 shares
    in 2005 and 1,597,196 shares in 2004                                 969,761          159,720
  Additional paid in capital                                             558,164              ---
  Accumulated deficit                                                 (1,562,620)      (1,621,104)
                                                                   --------------    -------------
          Total stockholders' equity (deficit)                           (34,695)      (1,461,384)
                                                                   --------------    -------------
                                                                   $     947,546     $    250,088
                                                                   ==============    =============

</TABLE>

                                      2
<PAGE>
<TABLE>
<CAPTION>
                             PETROL INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                      Quarter Ended                      Nine Months Ended
                                                      September 30,                        September30,
                                                   2005            2004               2005             2004
                                            --------------------------------    --------------------------------
Revenues:
<S>                                               <C>               <C>               <C>               <C>
  Oil and gas sales                         $      179,900    $     210,254     $     445,758     $     622,729
  Other operating income                           455,277            5,927           587,201             8,488
                                            ---------------   --------------    --------------    --------------
                                                   635,177          216,181         1,032,959           631,177
                                            ---------------   --------------    --------------    --------------
Expenses:
  Lease operating expense                          326,563          178,144           596,741           500,429
  General and administrative                       189,885           46,292           340,169           141,807
  Depreciation, depletion
      and amortization                               1,910            2,865             7,640             8,595
                                            ---------------   --------------    --------------    --------------
                                                   518,358          227,301           944,550           650,831
                                            ---------------   --------------    --------------    --------------

    Operating Profit (loss)                        116,819          (11,120)           88,409           (19,654)
                                            ---------------   --------------    --------------    --------------
Other income and (expense):
  Gain on sale of assets                           192,515             ----           192,515           148,144
  Interest income                                      367               65             2,077               696
  Interest expense                                     ---          (15,436)          (14,517)          (47,774)
  Bonus expense                                        ---              ---          (210,000)              ---
                                            ---------------   --------------    --------------    --------------
                                                   192,882          (15,371)          (29,925)          101,066
                                            ---------------   --------------    --------------    --------------

       Net income/(loss)                    $      309,701    $     (26,491)           58,484            81,412
                                            ===============   ==============    ==============    ==============

Net income/(loss) per share                 $         0.05    $       (0.02)    $        0.01     $        0.05
                                            ===============   ==============    ==============    ==============
Average common shares
  outstanding                                    5,711,008        1,597,196         3,256,448         1,597,196
                                            ===============   ==============    ==============    ==============
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                             PETROL INDUSTRIES, INC.

                      Consolidated Statements of Cash Flows

                  Nine months ended September 30, 2005 and 2004
                                   (unaudited)


                                                                      2005              2004
                                                                 --------------    -------------
Operating activities:
<S>                                                                    <C>               <C>
  Net income/(loss)                                              $      58,484     $     81,412
  Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
      Depreciation, depletion and amortization                           7,640            8,595
      Gain on sale of assets                                          (192,515)        (148,144)
    Changes in assets and liabilities:
       Accounts receivable,                                           (418,914)          12,739
       Inventory                                                      (100,552)           1,787
       Prepaid expenses                                                 (2,414)          (3,805)
       Accounts payable and accrued expenses                           (63,856)         (16,116)
       Accrued director fees                                              ----           12,400
       Payable to interest owners                                     (324,871)          13,326
       Deposits                                                       (100,000)             ---
                                                                 --------------    -------------
         Net cash used by operating activities                      (1,009,286)         (23,936)


Investing activities:
  Capital expenditures                                                (121,510)          (4,312)
  Proceeds from sale of property and equipment                         425,910          155,500
                                                                 --------------    -------------
         Net cash provided (used) by investing activities              304,400          151,184

Financing activities:
  Issuance of common stock                                             810,041              ---
  Proceeds from notes payable                                           79,704           42,912
  Repayments of gross borrowings                                      (189,756)         (84,500)
                                                                 --------------    -------------
         Net cash provided by financing activities                     699,989          (84,500)

Increase (decrease) in cash and cash equivalents                        (4,897)          42,722
Cash and cash equivalents at beginning of period                        89,762           25,074
                                                                 --------------    -------------

Cash and cash equivalents at end of period                       $      84,865     $     67,796
                                                                 ==============    =============
Non-cash transactions:
Settlement of debt for stock                                     $     558,164     $        ---
</TABLE>

                                        4
<PAGE>
                   Notes to Consolidated Financial Statements
                                   (unaudited)


NOTE 1.  ORGANIZATION AND BASIS OF PRESENTATION

NATURE OF OPERATIONS

Petrol  Industries,  Inc.  ("Petrol" or the "Company") is an independent  energy
company  engaged  primarily  in  the  acquisition,   exploration,   development,
production  and sale of oil,  gas and natural gas liquids.  Petrol's  production
activities  are  located  in the United  States of  America.  Petrol  operations
primarily consist of one segment of business, oil and gas production. Petrol was
incorporated in 1968 under the laws of the State of Nevada.

Petrol's future  financial  condition and results of operations will depend upon
prices received for its oil and natural gas and the costs of finding, acquiring,
development and producing  reserves.  Prices for oil and natural gas are subject
to  fluctuations  in response  to changes in supply,  market  uncertainty  and a
variety  of  other  factors  beyond  Petrol's  control.  These  factors  include
worldwide political instability,  the foreign supply of oil and natural gas, the
price of foreign imports, the level of consumer product demand and the price and
availability of alternate fuels.

BASIS OF PRESENTATION

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities  and Exchange  Commission  ("SEC"),  and
should be read in conjunction  with the audited  financial  statements and notes
thereto  contained in Petrol's  Annual Report filed with the SEC on Form 10-KSB.
In the opinion of management,  all  adjustments,  consisting of normal recurring
adjustments,  necessary for a fair  presentation  of financial  position and the
results of operations  for the interim  periods  presented  have been  reflected
herein.  The  results of  operations  for interim  periods  are not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  Notes to the
financial   statements  which  would  substantially   duplicate  the  disclosure
contained in the audited  financial;  statements  for fiscal 2004 as reported in
the Form 10-KSB have been omitted.

NOTE 2.  MAJOR CUSTOMERS

Two customers accounted for approximately 98% of Petrol's net sales for the nine
months ended September 30, 2005.

NOTE 3.  NOTES PAYABLE

During the nine months  ended  September  30,  2005,  Petrol  retired a total of
$558,164 of notes  payable  through the issuance of  5,581,640  shares of common
stock.

NOTE 4.  COMMON STOCK

On March 30,  2005,  Petrol  reached an agreement  with SHWJ Oil & Gas,  Inc., a
Texas  corporation to sell 1,240,612 shares of Petrol's  authorized common stock
to SHWJ in a private  placement at  $.40/share,  for a total  purchase  price of
$496,244.80.

The stock was  issued  in two  phases:  678,612  shares on April 28,  2005,  and
562,000  shares  on June 20,  2005.  These  shares  were  issued  by Petrol in a
transaction  not  registered  under the Securities Act of 1933, in reliance upon
the exemption provided in Section 4(2) of the Securities Act of 1933.


                                       5
<PAGE>
Concurrently  with its  acquisition  of  common  stock  from  Petrol,  SHWJ also
acquired  575,000 shares of stock owned by Joseph M. Rodano,  past President and
Chairman of the Board.

On August 04, 2005 Petrol issued 345,000 common shares reducing notes payable by
$69,000.

On August 08, 2005 Petrol issued 345,000 common shares reducing notes payable by
$69,000.

On August 11,  2005 Petrol  issued  310,000  common  shares  reducing  the notes
payable by $62,000.

On August 19, 2005 Petrol issued  509,800  common  shares  reducing the accounts
payable by $101,960.

On August 23, 2005 Petrol  issued  100,000  common  shares of which  50,000 were
canceled  on  September  13,2005  for  services  rendered  in the net  amount of
$10,000.

On August 25, 2005 Petrol issued 250,000 common shares for services  rendered in
the amount of $50,000.

On  September  20,  2005  500,000  common  shares  were  issued for a deposit on
equipment of $50,000.

On  September  22,  2005  500,000  common  shares  were  issued for a deposit on
equipment $50,000.

On September 29, 2005,  4,000,000  common shares were issued  reducing the notes
payable by $400,000.

NOTE 5.  SUBSEQUENT EVENTS

On November 1, 2005,  Petrol  completed a disposition of certain assets pursuant
to an Agreement to Exchange Oil and Gas Working  Interests for  Corporate  Stock
dated as of October  31,  2005 (the  "Agreement")  with Black  Dragon  Resources
Companies,  Inc.  ("BDRC")  under the terms of which Petrol agreed to assign all
its right,  title and  interest in the  majority of its oil and gas  properties,
including  working  interests  in  individual  wells and leases,  in  properties
located in Caddo Parish,  Louisiana to BDRC in exchange for a $300,000 principal
amount promissory note of BDRC and an aggregate of 700,000 shares of BDRC Series
D Convertible  Preferred Stock at a face value of $4.50 per share.  The stock is
convertible  at the  option of Petrol  into  shares of BDRC  common  stock.  The
preferred stock has a dividend rate of 2-1/2% per annum payable by cash or stock
at the election of Petrol.

The  promissory  note issued to Petrol pays interest at 6% per annum and matures
on  October  6,  2008.  BDRC has the  option to prepay  all of a portion  of the
indebtedness  evidence  by the  note,  in whole or in part,  upon 10 days  prior
written notice to Petrol.


                                       6
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934  that  include,  among  others,  statements  concerning:  expectations,
anticipations, beliefs, estimations, projections, and other similar matters that
are not historical facts, including such matters as: future capital, development
and exploration expenditures (including the amount and nature thereof), drilling
of  wells,  reserve  estimates  (including  estimates  of  future  net  revenues
associated  with  such  reserves  and  the  present  value  of such  future  net
revenues),  future  production  of oil and  gas,  repayment  of  debt,  business
strategies, and expansion and growth of business operations.

These  statements  are based on certain  assumptions  and  analyses  made by the
management of Petrol in light of past  experience and perception of:  historical
trends, current conditions, expected future developments, and other factors that
the  management  of Petrol  believes are  appropriate  under the  circumstances.
Petrol cautions the reader that these forward-looking  statements are subject to
risks  and  uncertainties,   including  those  associated  with:  the  financial
environment,  the  regulatory  environment,  and trend  projections,  that cause
actual events or results to differ materially from those expressed or implied by
the  statements.   Such  risks  and   uncertainties   include  those  risks  and
uncertainties identified below.

Significant  factors that could prevent  Petrol from  achieving its stated goals
include:  declines in the market prices for oil and gas,  adverse changes in the
regulatory  environment  affecting  Petrol,  the  inability  to  dispose of real
property at prices sufficient enough to liquidate associated  indebtedness,  the
inherent  risks   involved  in  the   evaluation  of  properties   targeted  for
acquisition,  Petrol's dependence on key personnel,  the availability of capital
resources at terms acceptable to Petrol,  the uncertainty of estimates of proved
reserves  and future net cash  flows,  the risk and  related  cost of  replacing
produced reserves, the high risk in exploratory drilling and competition. Petrol
or  persons  acting  on its or  their  behalf  should  consider  the  cautionary
statements  contained  or  referred  to in this  report in  connection  with any
subsequent written or oral forward-looking statements that may be issued. Petrol
undertakes   no   obligation   to  release   publicly   any   revisions  to  any
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

Petrol's revenues from oil and gas activities decreased approximately 21% in the
third  quarter of 2005,  as  compared to the third  quarter of 2004,  the result
being an approximately 72% decrease in production. On a barrel of oil equivalent
("BOE") basis, the price paid at the wellhead for Petrol's production  increased
from $36.41 in third quarter of 2004 to $58.44 in the third quarter of 2005.

The 72%  decrease in  production  is due to the fact that the State of Louisiana
suspended  Petrol's R4's  (Authority to Transport  Oil) until Petrol plugged and
abandoned  certain  wells.  Petrol's  Texas  production  was  suspended  until a
saltwater  disposal  well  could be tested.  These  suspensions  were  lifted in
September and Petrol only had production for one month, plus sale of inventory.

Revenues  from  operating  fees,  including  rental  charges  for  company-owned
equipment, increased from $1,286 in the third quarter of 2004 to $405,275 in the
third quarter of 2005. This results from contracts to service other operators.

Petrol's  lease  operating  expense  increased from $510,429 for the nine months
ended  September 30, 2004,  to $596,741 for the nine months ended  September 30,
2005. Expenses attributable to the producing properties were consistent with the


                                       7
<PAGE>
prior  year based on  production.  The costs of  maintenance  and  supplies  for
Company equipment increased as Petrol utilized it more for outside operations.

Net operating  revenues from Petrol's oil and gas  production are very sensitive
to changes in the price of oil: thus it is difficult  for  management to predict
whether or not Petrol will be profitable in the future.  Management continues to
explore   possible   approaches  to   increasing   oil   production,   including
technological developments or pursuing drilling operations.

General and administrative  expenses increased $98,462 for the nine months ended
September 30, 2005, as compared to the 2004 period.  This increase is attributed
to  increases  in legal and audit  expenses  incurred  by Petrol for the private
placement  and  compliance  issues.  Consulting  fees  increased  as  Petrol  is
attempting to get the oil and gas  production  increased.  Petrol has hired more
staff to account for outside operations along with consultants.

Depreciation,  depletion and amortization  decreased $335 for the nine months in
2005 and from 2004. Petrol acquired  equipment at the end of the 2005 period and
this was not  depreciated  in the  period.  The  sale of  property  reduced  the
depletion.

Interest  income is $2,117  as of  September  30,  2005 as  compared  to $696 at
September 30, 2004. The increase is due to increased  cash and cash  equivalents
for the period.

Interest expense decreased in 2005 from $32,338 in 2004 due to the retirement of
debt and the change of ownership on a certain note payable.

Petrol's outgoing Board of Directors, with the consent of the new members of the
Board, agreed to pay a bonus to certain officers and consultants of Petrol. Cash
bonuses of $135,000  were paid and $75,000 was paid by assigning  royalties  and
interest. This was a one-time charge.

LIQUIDITY AND CAPITAL RESOURCES

At September  30,  2005,  Petrol had a working  capital of $2,322.  This working
capital is a result of the debt retirement and increased receivables.

Net cash used by operating activities totaled $468,782 for the nine months ended
September  30, 2005,  compared to $23,936 used by operating  activities  for the
nine  months  ended  September  30,  2004.  In 2005,  net  income  adjusted  for
reconciling  items  resulted in a cash inflow of $66,140.  Changes in assets and
liabilities  resulted  in a cash  inflow of  $595,119.  In 2004,  net income for
reconciling items resulted in cash inflow of $151,184.

Net Cash provided by investing  activities  totaled $736,104 for the nine months
ended  September 30, 2005, as compared to cash provided by investing  activities
of $151,184 for the nine months ended September 30, 2004.

Net cash provided by financing  activities  totaled $900,009 for the nine months
ended  September  30, 2005,  and net cash used by financing  activities  totaled
$84,500 for the nine months ended September 30, 2004.

Proceeds of $492,245 were received from private placements of Petrol's stock and
conversion  of debt of $875,960.  Payments on notes  payable  resulted in a cash
outflow of $568,196 in 2005. Payments on notes payable were $84,500 in 2004.

Petrol had cash and cash equivalents at September 30, 2005, of $84,865, compared
to $67,796 at the end of the 2004 fiscal year.


                                       8
<PAGE>
As reported in the  Registrant's  2004 Annual Report on form 10-KSB,  Petrol was
under a Compliance  Order with the  Louisiana  Department  of Natural  Resources
(LDNR)  regarding  the breach of saltwater to the surface on one (1) of Petrol's
wells.  Under this order,  Petrol had been assessed civil fines and penalties of
approximately  $20,000.  Petrol  filed  for  an  abatement  and  removal  of the
fines/penalties  assessed  by  the  LDNR,  contingent  upon  Petrol  drilling  a
monitoring  well next to the one in question to test the vertical and horizontal
extent of the contamination, and its effect on ground water in the exposed area.

On or about May 20, 2005,  Petrol drilled the initial test  monitoring  well for
the purpose of  determining  the presence of an  Underground  Source of Drinking
Water  (USDW).  Based on an evaluation of the electric log run in the test well,
and the formation  descriptions  submitted on the driller's log for the test, it
was determined  that no USDW was present at that  location.  Petrol also plugged
and abandoned the well on which the saltwater reached the surface.

On or about  September  07,  2005 all  suspensions  were  lifted by the State of
Louisiana  and Petrol paid a $1,500  penalty.  The State of Texas  released  all
suspensions on October 09, 2005.

SUBSEQUENT EVENTS

On November 1, 2005,  Petrol  completed a disposition of certain assets pursuant
to an Agreement to Exchange Oil and Gas Working  Interests for  Corporate  Stock
dated as of October  31,  2005 (the  "Agreement")  with Black  Dragon  Resources
Companies,  Inc.  ("BDRC")  under the terms of which Petrol agreed to assign all
its right,  title and  interest  in oil and gas  properties,  including  working
interests in individual wells and leases, in properties located in Caddo Parish,
Louisiana to BDRC in exchange for a $300,000 principal amount promissory note of
BDRC and an aggregate of 700,000  shares of BDRC Series D Convertible  Preferred
Stock at a face value of $4.50 per share. The stock is convertible at the option
of Petrol into shares of BDRC common stock.  The preferred  stock has a dividend
rate of 2-1/2% per annum payable by cash or stock at the election of Petrol.

The  promissory  note issued to Petrol pays interest at 6% per annum and matures
on  October  6,2008.  BDRC has the  option  to prepay  all of a  portion  of the
indebtedness  evidence  by the  note,  in whole or in part,  upon 10 days  prior
written notice to Petrol.

EFFECT OF CHANGES IN PRICES

Changes in prices  during the past few years have been a  significant  factor in
the oil and gas  industry.  The price  received  for the oil and gas produced by
Petrol has fluctuated  significantly  during the last year. Changes in the price
that Petrol receives for its oil and gas is set by market forces beyond Petrol's
control as well as government  intervention.  The volatility and  uncertainty in
oil and gas prices  have made it more  difficult  for a company  like  Petrol to
increase its oil and gas asset base and become a significant  participant in the
oil and gas industry. Most of Petrol's oil and gas production is sold to certain
major oil companies and gas transmission companies.  However, in the event these
purchasers  discontinued  oil and gas  purchases,  Petrol has made  contact with
other  purchasers  who would  purchase the oil and gas at terms  standard in the
industry.


                                       9
<PAGE>
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations discuss Petrol's consolidated  financial statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the  reporting  period.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue  recognition,  intangible  assets,  recovery of oil and gas reserves,
financial operations, and contingencies and litigation.

Management  bases its estimates and  judgments on historical  experience  and on
various   other   factors  that  are  believed  to  be   reasonable   under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of Petrol's  financial  statements  include  estimates as to the
appropriate  carrying  value of  certain  assets and  liabilities  which are not
readily apparent from other sources,  primarily allowance for doubtful accounts,
the  discounted  value of recoverable  oil and gas reserves,  the proceeds to be
realized from the sale of real property,  and the recognition and classification
of net operating loss carryforwards  between current and long-term assets. These
accounting  policies are described at relevant  sections in this  discussion and
analysis and in the notes to the consolidated  financial  statements included in
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004.

Item 3.  CONTROLS AND PROCEDURES

(a)  Evaluation  of  Disclosure  Controls and  Procedures.  As of the end of the
period covered by this report,  the Company  conducted an evaluation,  under the
supervision and with the  participation of its chief executive officer and chief
financial  officer of the  Company's  disclosure  controls  and  procedures  (as
defined in Rule 13a-15(e) and Rule  15d-15(e) of the Exchange  Act).  Based upon
this  evaluation,  the Company's  chief  executive  officer and chief  financial
officer concluded that its disclosure controls and procedures were not effective
to ensure  that  information  required  to be  disclosed  by the  Company in the
reports that it files or submits under the Exchange Act is recorded,  processed,
summarized,  and reported, within the time periods specified in the Commission's
rules and  forms.  The  Company is working  to  improve  the  timeliness  of the
periodic filings.

(b) Changes in internal controls.  There was no change in the Company's internal
controls  or in other  factors  that  could  affect  these  controls  during the
Company's  last fiscal quarter that has  materially  affected,  or is reasonably
likely  to  materially  affect,  the  Company's  internal  control  over  fiscal
reporting.


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<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

None.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.

On August 04, 2005 the company  issued  345,000  common  shares  reducing  notes
payable by $69,000.

On August 08, 2005 the company  issued  345,000  common  shares  reducing  notes
payable by $69,000.

On August 11, 2005 the company issued  310,000 common shares  reducing the notes
payable by $62,000.

On August 19,  2005 the  company  issued  509,800  common  shares  reducing  the
accounts payable by $101,960.

On August 23, 2005 the company issued 100,000 common shares of which 50,000 were
canceled  on  September  13,2005  for  services  rendered  in the net  amount of
$10,000.

On August 25, 2005 250,000  common shares of the company was issued for services
rendered in the amount of $50,000.

On September  20, 2005 500,000  shares were issued for a deposit on equipment of
$50,000.

On  September  22, 2005  500,000  shares were issued for a deposit on  equipment
$50,000.

On September 29, 2005 4,000,000 shares were issued reducing the notes payable by
$400,000.

*All of the above offerings and sales were deemed to be exempt under rule 506 of
Regulation  D and Section 4(2) of the  Securities  Act of 1933,  as amended.  No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited  number of persons,  all of whom were
accredited  investors,   business  associates  of  Petrol  Industries,  Inc.  or
executive  officers of Petrol  Industries,  Inc., and transfer was restricted by
Petrol  Industries,  Inc. in accordance with the  requirements of the Securities
Act of 1933. In addition to representations by the above-referenced  persons, we
have made independent  determinations that all of the  above-referenced  persons
were  accredited  or  sophisticated  investors,  and that they were  capable  of
analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were  provided  with access to our  Securities  and Exchange  Commission
filings.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

Item 5.  OTHER INFORMATION.



                                       11
<PAGE>
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
----------------------------------------------

On September 1, 2005, Heard,  McElroy and Vestal, LLP (the "Former  Accountant")
resigned as the  auditors for the  Company.  On December  13, 2005,  the Company
engaged  Malone  &  Bailey,  PC  (the  "New  Accountant"),  as  its  independent
registered  public  accounting  firm.  The Company's  decision to engage the New
Accountant was approved by its Board of Directors on December 13, 2005.


The reports of the Former Accountant on the financial  statements of the Company
for each of the two most recent fiscal years, did not contain an adverse opinion
or disclaimer  of opinion and was not  qualified or modified as to  uncertainty,
audit,  scope or accounting  principles for the two most recent fiscal years and
all subsequent interim periods,  except that the Former Accountant's  opinion in
its report on the Company's  financial  statements  expressed  substantial doubt
with  respect to the  Company's  ability to continue as a going  concern for the
last two fiscal years.

During the  Company's two most recent  fiscal years and the  subsequent  interim
period through the date of resignation,  there were no reportable  events as the
term described in Item 304 (a) (1) (iv) of Regulation S-B.

During the  Company's two most recent  fiscal years and the  subsequent  interim
period through the date of  resignation,  there were no  disagreements  with the
Former Accountant on any matter of accounting principles or practices, financial
statement  disclosure or auditing scope or procedure,  which, if not resolved to
the  satisfaction  of the  Former  Accountant,  would  have  caused it to make a
reference to the subject  matter of the  disagreements  in  connection  with its
reports on these financial statements for those periods.

The Company did not consult with the New Accountant regarding the application of
accounting principles to a specific  transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements,  and no written or oral advice was  provided  by the New  Accountant
that was a factor  considered  by the  Company in  reaching a decision as to the
accounting, auditing or financial reporting issues.


Departure of Directors or Principal Officers; Election of Directors; Appointment
--------------------------------------------------------------------------------
of Principal Officers.
----------------------

On October 24,2005 Mr. Stephen  Latieyre  resigned as a Director of the Company.
There was no disagreement or dispute between Mr. Latieyre and the Company, which
led to his resignation.

In addition, on October 24, 2005, the Company's Board of Directors appointed Mr.
Michael  Ferrone as a Director of the Company.  There are no  understandings  or
arrangements  between  Mr.  Ferrone and any other  person  pursuant to which Mr.
Ferrone was selected as Director of the Company.  Mr.  Ferrone does not have any
family relationship with any director,  executive officer or person nominated or
chosen by the Company to become a director or executive officer.

From 2004 to the  present,  Mr.  Ferrone has served as a director of  Innovative
Food  Holdings,  Inc.  (IVFH) and  consults for a number of companies in various
fields.  Mr.  Ferrone was the  Executive  Director of the "Bob Villa Home Again"
television show from 1990 to 2000. Mr. Ferrone co-founded  Building Media, Inc.,
a multi-media  marketing and production  company serving the building  industry,
which was sold in 2004.

Completion of Acquisition or Disposition of Assets
--------------------------------------------------

On November 1, 2005,  the Company  completed  a  disposition  of certain  assets
pursuant to an Agreement to Exchange Oil and Gas Working Interests for Corporate
Stock dated as of October 31, 2005 (the "Agreement") with Black Dragon Resources
Companies,  Inc.  ("BDRC") under the terms of which the Company agreed to assign
all its right,  title and interest in oil and gas properties,  including working


                                       12
<PAGE>
interests in individual wells and leases, in properties located in Caddo Parish,
Louisiana to BDRC in exchange for a $300,000 principal amount promissory note of
BDRC and an aggregate of 700,000  shares of BDRC Series D Convertible  Preferred
Stock at a face value of $4.50 per share. The stock is convertible at the option
of the Company  into  shares of BDRC common  stock.  The  preferred  stock has a
dividend  rate of 2-1/2% per annum  payable by cash or stock at the  election of
the Company.

The  promissory  note  issued to the Company  pays  interest at 6% per annum and
matures on October 6,2008. BDRC has the option to prepay all of a portion of the
indebtedness  evidence  by the  note,  in whole or in part,  upon 10 days  prior
written notice to the Company.

The Pro Forma Financial information reflecting the disposition of certain assets
of the company as  described  above is not included  herewith.  The Company will
file a Current Report on Form 8-K  containing  such  information  within 60 days
from the date that the Current Report on Form 8-K was required to be filed.

Item 6.  EXHIBITS

31.1  Certification  by Chief  Executive  Officer  and Chief  Financial  Officer
pursuant to Sarbanes-Oxley Section 302 (Filed Herewith).

32.1  Certification  by Chief  Executive  Officer  and Chief  Financial  Officer
pursuant to U.S.C. Section 1350 (Filed Herewith)



                                       13
<PAGE>
                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  Report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                PETROL INDUSTRIES, INC.

Dated: January 23, 2005                   By: /s/ David Taylor
                                              ----------------
                                              David A. Taylor
                                              Chief Executive Officer, President
                                              (Principal Executive Officer) and
                                              Chief Financial Officer (Principal
                                              Accounting and Financial Officer)




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