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EX-31.1 - CERTIFICATION - EUROGAS INCexhibit31-1.htm
EX-31.2 - CERTIFICATION - EUROGAS INCexhibit31-2.htm
EX-32.1 - SECTION 906 CERTIFICATION - EUROGAS INCexhibit32-1.htm
EX-32.2 - SECTION 906 CERTIFICATION - EUROGAS INCexhibit32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to _______________

EUROGAS, INC.
(Exact name of registrant as specified in its charter)

 

Utah 000-24781
(State or other jurisdiction (Commission File No.)
of incorporation or organization)  

14 Wall Street
22nd Floor
New York, NY
10005
(Address of principal executive offices, Zip Code)

(212) 618-1274
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting Smaller reporting company [X]
 company) 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of September 30, 2009, the registrant had 322,220,436 shares of common stock outstanding.


EUROGAS, INC.

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION  
   
         Item 1. Financial Statements  
   
                     Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2009 and December 31, 2008 3
                       
                     Condensed Consolidated Statements of Operations (Unaudited) as of September 30, 2009 and September 30, 2008 4
                       
                     Condensed Consolidated Statements of Cash Flows (Unaudited) as of September 30, 2009 5
   
                     Notes to Condensed Consolidated Financial Statements (Unaudited) 6
   
         Item 2. Managements Discussion and Analysis of Financial Condition Results of Operations 13
   
         Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
   
         Item 4. Controls and Procedures 16
   
PART II - OTHER INFORMATION 16
   
         Item 1. Legal Proceedings 16
   
         Item 2. Other Information 16
   
         Item 3. Exhibits and Reports on Form 8-K 19
   
         Signatures 25


PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

EUROGAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(The following statements have only been reviewed by EuroGas, Inc. management)

    September     December  
    30,     31,  
    2009     2008  
             
ASSETS            
Current Assets            
Cash $  1235   $  1010  
             
Total Current Assets   1235     1010  
Property and Equipment - full cost method            
Talc mineral properties and mining equipment   -     -  
Oil and gas properties not subject to amortization   -     -  
Furniture and office equipment   3,983     4,267  
Total Property and Equipment            
Less: Accumulated depletion, depreciation and amortization   (213 )   (284 )
Net Property and Equipment   3,770     3,983  
Investment in Securities   523,875     217,880  
Other Receivables   1,603,756     1,324,388  
Investment, at cost   16,656,078     9,650,000  
             
Total Assets $  18,788,714   $  11,197,261  
             
LIABILITIES AND STOCKHOLDERS' DEFICIENCY            
Current Liabilities            
Accrued liabilities $  9,635,824   $  4,935,600  
Notes payable to related parties   949,972     882,684  
Shareholders Loan   1,753,250     -  
             
Total Current Liablities   12,339,046     5,818,284  
             
Stockholders' Capital/Deficiency            
Preferred stock, $0.001 par value; 3,661,968 shares authorized;
                   260 shares outstanding; liquidation preference:$ 260,000
  350,479     350,479  
Common stock, $0.001 par value; 325,000,000 shares authorized;
                   322,220,436 303,220,436 shares issued, respectively
  322,220     303,220  
Additional paid-in capital   158,051,186     156,341,186  
Accumulated deficit   (152,272,855 )   (151,614,546 )
Treasury stock, at cost; 5,028 shares   (1,362 )   (1,362 )
Total Stockholders' Capital/Deficiency   6,449,668     5,378,977  
Total Liabilities and Stockholders' Capital/Deficiency $  18,788,714   $  11,197,261  

The accompanying notes are an integral part of these condensed consolidated financial statements.



EUROGAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(The following statements have only been reviewed by EuroGas, Inc. management)

    For the Three Months     For the Nine Months  
    Ended     Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
Oil and Gas Sales $  -   $  -   $  -   $  -  
                         
Costs and Operating Expenses                        
Depreciation   71     71     213     213  
Impairment of mineral interests and equipment   -     -     -     -  
                         
                         
General and administrative   354,765     524,845     877,053     1,405508  
                         
Total Costs and Operating Expenses   (354,836 )   (524,916 )   (877,266 )   (1,405721 )
                         
Other Income (Expenses)                        
Interest expense   (23,154 )   (21,004 )   ( 87,038 )   (66,962 )
Income from reduction of accrued liabilities/settlement obligations   -           -     7,428,282  
                         
Unrealized Gain ( Loss) on sale of securities   (16764 )   (1,022,604 )   305,995     456,819  
Net Other Income ( Expenses)   (39,918 )   (1,043,608 )   218,957     7,818,139  
                         
                         
Profit / Loss Before Accounting Change   (394,754 )   (1,568,524 )   (658,309 )   6,412,418  
                         
Preferred Dividends   (3,900 )   (3,900 )   (11,700 )   (11,700 )
                         
Profit/Loss Applicable to Common Shares $  (398,654 ) $  (1,572,424 ) $  (670,009 ) $  6,400,718  
                         
Basic and Diluted Profit/Loss Per                        
Common Share                        
Net Profit/Loss $  (398,654 )   (1,572,424 ) $  (670,009 ) $  6,400,718  
                         
Basic and Diluted Weighted-Average                        
Common   (0,001 )   ( 0.005 )   (0,002 )   0,021  
Shares Outstanding   322,220,436     301,555,494     322,220,436     301,555,494  

The accompanying notes are an integral part of these condensed consolidated financial statements.



EUROGAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(The following statements have only been reviewed by EuroGas, Inc. management)

    For the Nine Months  
    Ended  
    September 30, 2009  
       
Cash Flows From Operating Activities      
       
Net Profit /(Loss) $  (658,309 )
Adjustments to reconcile net loss to cash used by operating activities:      
Depreciation   213  
Gain on sale of property and equipment   -  
Foreign exchange net (gain) loss   -  
Cumulative effect of accounting change   -  
       
       
Impairment of mineral interests and equipment   -  
Unrealized Gain on sale of securities   (305,995 )
Warrants issued for settlement cost   -  
Changes in operating assets and liabilities:      
Other receivables / investment   (5,556,446 )
Current liabilities   6,520,762  
       
Net Cash Used in Operating Activities   225  
       
Cash Flows From Investing Activities   -  
Purchases of mineral interests, property and equipment   -  
Proceeds from sale of interest in gas property and equipment   -  
Proceeds from sale of investment in fixed-maturity securities   -  
Proceeds from sale of securities available for sale   -  
Purchase of securities available for sale   -  
Net Cash Provided by (Used in) Investing Activities   -  
       
Cash Flows From Financing Activities      
Proceeds from issuance of common stock      
Shareholders Loan      
Proceeds from sale of treasury stock      
Acquisition of treasury stock   -  
Net Cash Provided by (Used in) Financing Activities      
       
Effect of Exchange Rate Changes on Cash   -  
       
Net Increase (Decrease) in Cash   225  
       
Cash at Beginning of Period   1010  
       
Cash at End of Period $  1235  

The accompanying notes are an integral part of these condensed consolidated financial statements.



EUROGAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Interim Financial Statements - The accompanying unaudited condensed consolidated financial statements include the accounts of EuroGas, Inc. and its subsidiaries ("EuroGas" or the "Company"). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. In particular, EuroGas' significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that Report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2009.

Business Condition - EuroGas has accumulated a deficit of ($ 152,272,855) through September 30, 2009. At September 30, 2009, the Company had a working capital of $(12,337,811) and a capital of $ 6,449,668. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. Realization of the investment in properties and equipment is dependent upon management obtaining financing for exploration, development and production of its properties. In addition, if exploration or evaluation of property and equipment is unsuccessful, all or a portion of the remaining recorded amount of those properties will be recognized as impairment losses. Payment of current liabilities will require substantial additional financing. Management of the Company plans to finance operations, explore and develop its properties and pay its liabilities through borrowing, through sale of interests in its properties, through advances received against future talc sales and through the issuance of additional equity securities. Although realization of any of these planned transactions is not assured, management of the Company still was able to raise new capital and acquire new assets through a combination of cash and the issuance of additional equity securities after the Chapter 7 bankruptcy proceedings were formally terminated by the Bankruptcy Court of Utah in February 2007. At the time of the formal termination of the Chapter 7 bankruptcy proceedings the Company had appr. 200.000.000 shares outstanding without any assets, while until September 30, 2009 the Company was able to accumulate new assets by issuing appr. 120.000.000 new shares bringing the total number of outstanding shares to 322,220.436.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of EuroGas, Inc. and EuroGas' share of properties held through joint ventures.

Stock-Based Compensation - At September 30, 2009, the Company had no options outstanding that had been previously granted to employees and consultants in connection with employment contracts.

Reclassifications - Certain reclassifications have been made to the accompanying December 31, 2008 and September 30, 2008 financial statements to conform to the current period presentation.

Cumulative Effect of Accounting Change – The Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations, effectively on January 1, 2003. In accordance with the transition provisions of SFAS No. 143, the Company recorded asset retirement obligation liabilities of $ 0.



EUROGAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 2 - INVESTMENT IN SECURITIES

The Company's primary investment in securities consists of 419,100 shares of Enterra Energy Ltd. The Enterra shares were held as collateral by Oxbridge Limited under a claim, as discussed in Note 3. On March 12, 2008 the Company and Oxbridge have entered into a settlement agreement and under the terms and conditions of the settlement agreement Oxbridge has agreed to release the Enterra Shares which were held as collateral by Oxbridge under a claim against the Company. For further details of the settlement with Oxbridge see the Company’s 2008 Q1. At June 30, 2003, the Company changed its expectation of realizing proceeds from sale of the Enterra shares to more than one year and reclassified the investment in the Enterra shares as a long-term asset. The Company's investments in equity securities, including the Enterra shares, are accounted for as available for sale, as defined by SFAS No. 115, as they have readily determinable fair values and are not restricted other than in connection with being pledged as collateral. Accordingly, the investments in securities available for sale are carried at market value with unrealized gains and losses included in accumulated other comprehensive income (loss). The cost of securities sold is determined by the average-cost method.

    September     December  
    30, 2009     31, 2008  
Cost $  412,968    $ 412,968  
Gross unrealized gain   110,907     (195,088 )
             
             
Estimated Fair Value $  523,875    $ 217,880  
Presented in the accompanying balance sheets as follows:            
Investment in securities $  523,875     217,880  

During the three months ended September 30, 2009, the Company made no sales or purchases of investment securities.

Note 3 Other Receivables

Other Receivables reflect a short term loan by EuroGas,Inc. to Mc Callan OIL & GAS (UK) Limited for working capital and advances to EuroGas Polska Sp.z.o.o. and EuroGas GmbH with a balance of US $ 1,603,756 as at September 30, 2009.

Note 4 Investment at cost

For the participations in Mc Callan OIL & GAS (UK) LIMITED, Rio Plata Properties , Tombstone Exploration Corporation, EuroGas, Inc. has invested by cash and by issuance of common shares of EuroGas, Inc. a total balnce of US $ 16,656,078 as at September 30, 2009.

2 Million Shares of Tombstone Exploration Corporation are pledged as a security for outstanding salaries for the former CFO of the Company.



EUROGAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 5 Accrued Liabilities

Because Eurogas was unable to finance the settlement agreement the Bankruptcy court in HoustonTexas has added a monetary amount of $113 million to the default judgment, against EuroGas, Inc. and certain parties, that was obtained by the Trustee for the McKenzie matter. On October 20, an Order for Relief was signed by the US Bankruptcy Court in Salt Lake City, Utah. This has put the Company into receivership at this point. There are ongoing negotiations by the third party to purchase the judgment against EuroGas presently held by the Bankruptcy Trustee in the McKenzie matter, who forced EuroGas into involuntary Bankruptcy. The plan is to purchase the judgment held by the McKenzie trustee by a friendly third party and then request the US Bankruptcy Court in Salt Lake City, Utah to convert the present chapter 7 bankruptcy to a voluntary chapter 11 reorganization. . In October of 2005, the Bankruptcy Trustee was asked to sell the Polish assets, GlobeGas B.V., Pol-Tex Methane, Sp. z.o.o., McKenzie Methane Jastrzebie Sp. z.o.o., to a third party. The Trustee eventually put the group of Polish companies up for an auction which was held on March 28, 2006, after a certain amount of legal wrangling by some of the creditors. The assets were sold at the auction and the Bankruptcy Trustee received approximately $ 800,000 for the assets, which he distributed after costs to certain creditors of the company in November 2006. On or about February 20th 2007 a final report was issued by the Bankruptcy Trustee stating that the Eurogas Bankruptcy case had been formally closed by order of the Bankruptcy Judge, The honorable Judge Thurman, and that the Trustee was no longer involved in the case. The following order was issued by the Court in Salt Lake City “Upon consideration of the foregoing report and motion for discharge of the Trustee, The Court concluded that the Trustee has completed the administration of the estate (of EuroGas, Inc.) it is ORDERED: 1. That the Trustee be and is hereby discharged, and the surety on the bond are relieved of further liability in this case: 2. .That the case be and is hereby closed.” This information was posted on “Pacer” the official document organization for the US Court system The Company has recently received a revived settlement negotiation with the Bankruptcy Trustee for the McKenzie claim in Houston Texas. The Company will report to the shareholders of the Company as to the progress of these negotiations regarding the settlement. On August 22, 2007 the Judge in the Bankruptcy case in Texas, The Honorable Judge Brown, signed an order allowing sale of Judgment against EuroGas, Inc. and others. On September 24, the Trustee, Mr. Steve Smith, of the Bankruptcy court for the Mckenzie claim in Houston Texas The Honorable Judge Brown presiding, transferred and assigned and conveyed the Judgment held by him to a friendly third party, to settle the Judgment and it was sold as per instructions of the Bankruptcy Court in Texas,

     EuroGas, Inc. has been notified by Texas Euro Gas Corp., a Houston, Texas based private company (The “independent party”), that it has purchased the Judgment against EuroGas, Inc. and others in the original amount of $113 Million, plus accrued interest thereon. The Judgement against the Company et. al. was originally obtained in the South Texas Bankruptcy Court by the Bankruptcy Trustee of the McKenzie estate, Trustee Steve Smith of Houston, Texas in 2004. The independent party has now received an assignment of the Judgment from Trustee Smith on September 24, 2007 after the Honorable Judge Brown of the South Texas Bankruptcy Court approved the sale of the Judgment on August 22, 2007 by Court Order. Trustee Smith had forced EuroGas, Inc. into involuntary bankruptcy (Chapter 7) in the fall of 2004 and EuroGas, Inc.’s remaining assets were sold at public auction in March 2006 in Salt Lake City, Utah. The involuntary bankruptcy of EuroGas, Inc. was closed and terminated by Court Order of the Utah Bankruptcy Court in February 2007.

The independent party paid $1.6 million US cash to the McKenzie Bankruptcy Trustee as specified and approved by the August 22, 2007 Court Order of the South Texas Bankruptcy Court. The independent party has committed to further discussion to provide working capital and assets for EuroGas, Inc. in exchange for equity in the Company. The independent party has also informed the Company that it will not seek legal redress towards the Company and others after having obtained the Judgment and is prepared to negotiate with the Company and others to redeem the Judgment. The Company and the independent party intend to enter into a final settlement and to combine its efforts to start legal proceedings against the Government of the SlovakRepublic and certain Slovak individuals and enterprises in connection with the illegal termination of the Company’s mining interest in the SlovakRepublic.

Texas EuroGas Corporation, a Texas corporation, was established in 2007 by Mr. David Sacks, a Houston solicitor, acting as Trustee on behalf of Mr Hans D. Dietmann, a non-affiliated shareholder of the Company.


The entire financing of the purchase of the Judgement by Texas EuroGas Corp. from the Bankruptcy Trustee Steve Smith, as well as all the costs involved related to the purchase of the judgement by Texas EuroGas Corporation, was entirely financed by Mr. Dietmann, who provided appr. $ 800.000 cash, and by the CEO of EuroGas Inc., Mr. Wolfgang Rauball, who provided appr. $ 1.125.000 cash.

Although Mr. Dietmann had indicated in writing to settle the judgement issue with the Company, the Trustee for Mr. Dietmann, Mr David Sacks, still has not transferred ownership of Texas EuroGas Corp. into Mr. Dietmann’s name, although agreed to in writing by Mr. Sacks in summer 2008. Therefore the judgement could not have been settled with EuroGas Inc. yet.

In order to solve this problem Mr. Dietmann and Mr. Wolfgang Rauball have entered into an agreement with EuroGas Inc. and have transferred all their respective rights of ownership and their respective receivables in connection with their financing of Texas EuroGas Corporation and the purchase of the judgment from Trustee Smith, incl. accrued interest thereon, to the Company.

In addition to the financing of the purchase of the $ 113 million judgment from Trustee Smith in September 2007 by the Company’s CEO Mr. Wolfgang Rauball and Mr. Dietmann, Trustee Smith in early 2009 had obtained a second judgement against the Company in a different case in the amount of appr. $ 125.000 and had threatened to start again legal procedures to reopen Bankruptcy proceedings under Chapter 7 against the Company. On April 30, 2009 Mr. Dietmann bought this judgement from Trustee Smith and has also assigned his receivable for this second judgement to the Company.

NOTE 6 NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties are considered current and consist of:   September     December  
    30,     31,  
    2009     2008  
Loans from a key employee, due in 2007, with            
                                                                                                                                                                          $ 882,684   $  861,157  
               Interest at 10%, unsecured.   44,134     21,527  
Total Notes Payable to Related Parties   926,818     882,684  

NOTE 7 Shareholders Loan

A principal non- affiliated shareholder of EuroGas, has paid miscellaneous business expenses on behalf of EuroGas. The resulting payable is presented in the accompanying financial statements as Shareholders Loan of $ 1,753,250 as at September 30, 2009. The loan has to be repaid by June 30, 2010. On October 7, 2009 the shareholder gave notice to EuroGas Inc. to convert the entire loan into common stock of EuroGas at the average price traded on the US Pink Sheet for 90 Days prior to the conversion request.

NOTE 8PREFERRED AND COMMON STOCK

There are 260 shares of 1997 Series Preferred Stock (the “1997 Series preferred stock”). The 1997 Series preferred stock is non- voting and accrues dividends at $ 60.00 per share, or 6 % annually. The 1997 Series preferred stock has a liquidation preference of $ 1000.00 per share, plus unpaid dividends before liquidation payments applicable to common shares. The 1997 Series preferred stock, along with unpaid dividends thereon, is convertible in common shares at the rate of $ 1.000.00 divided by the lesser of 125 % of the average closing bid price for five trading days prior to issuance or 82% of the closing bid price for five trading days prior to conversion. Annual dividend requirements of the 1995 Series preferred stock are $ 15,600.

The following is a summary of the preferred stock outstanding at September 30, 2009:

          Liquidation Preference     Annual Dividend  
                      Requirement  
    Shares                          
    Outstanding     Per Share     Total     Per Share     Total  
Designation                              
1997 Series   260   $  1000.00 $     260,000   $  60,00 $     15,600  
Total   260   $       260,000   $       15,600  


Aggregate accrued dividends on preferred stock were $ 183,300 and $171,600 at September 30, 2009 and December 31, 2008, respectively.

NOTE 9 CONTINGENCIES AND COMMITMENTS

Purchase of Rozmin – EuroGas acquired a direct 43% interest in Rozmin s.r.o. through a series of transactions from 1998 through April 2002. Rozmin s.r.o. holds a talc deposit in Eastern Slovakia. On April 17, 2001, EuroGas entered into an agreement to purchase an additional 57% interest in Rozmin s.r.o. from Belmont Resources, Inc. ("Belmont"), in exchange for EuroGas issuing 12,000,000 common shares, paying Belmont $100,000 in advance royalties, and modifying the exercise price of existing stock options.

EuroGas further agreed to issue an additional 1,000,000 common shares for each $0.05 decrease in the ten-day average OTC Bulletin Board quoted trading price of the Company's common shares below $0.30 per share through April 17, 2002. During 2002 EuroGas issued 3,830,000 common shares to Belmont under the stock price guarantee. In connection with the purchase by EuroGas, Rozmin s.r.o. granted an overriding royalty to Belmont of two percent of gross revenues from any talc sold.

Additionally, EuroGas agreed to issue additional common shares to Belmont if Belmont did not realize approximately $1,218,000 from the resale of the original 12,000,000 common shares by April 17, 2002, and provide notice of such deficiency to EuroGas, to compensate Belmont for the shortfall based on the ten-day average trading price on the date of the notice of shortfall from Belmont. Because Belmont has not provided notice of the sale of the shares and the resulting deficiency, EuroGas is not able to calculate the shares that may be issuable, but estimates it may be obligated to issue additional common shares to Belmont based on recent market prices for the Company’s common stock.

In early 2004 an independent third party provided a $ 500.000 as down-payment for an option to purchase up to 49% of Rozmin s.r.o. from Eurogas, Inc.. The third party, however, failed to pay the agreed-upon annual installments. The option therefore has lapsed and the Company is under no obligation towards the third party anymore. Exercising of this option to purchase Rozmin s.r.o. stock would not have been closed anyway until EuroGas, Inc. has finalized the Share Purchase Agreement dated March 27, 2001 between EuroGas, Inc. and Belmont Resources Ltd.. To date EuroGas, Inc. owes approximately $1,200,000 as well as approximately $250,000 in advance royalties in order to complete the purchase of 57% of Rozmin s.r.o.

EuroGas also agreed to arrange the necessary financing to place the talc deposit into commercial production by April 17, 2002 and agreed that if the talc deposit was not in commercial production by then, EuroGas agreed to pay Belmont additional advanced royalties of $10,000 per month for each month of delay in achieving commercial production.

In January 2005 the Company’s subsidiary Rozmin s.r.o. was notified that the concession regarding the Talc deposit had been cancelled by the Slovakian Government for unspecified and dubious reasons. At this point therefore no further concession is held by Rozmin. This does not nullify the obligation to Belmont Resources as to the balance of the purchase price. The Company and Belmont, however, entered into an agreement for Belmont not to pursue legal proceedings against the Company as long as the situation in respect to Rozmin has not been cleared.

In July 2009 Belmont was informed by Rozmin, that Belmont has not fulfilled the purchase contract requirement to deposit the Rozmin shares with the Rozmin Trustee. EuroGas Inc. has to take legal actions against Belmont to secure the deposit of the shares.

Netherlands Tax Liability – EuroGas' former subsidiary,

GlobeGas BV lost its appeal for a reduction of a 1992 income tax liability in the Netherlands with a carrying amount of $929,680 at June 30, 2006. The tax arose from the sale of equipment at a profit by the former owner of GlobeGas to its Polish subsidiary. The liability is reflected in EuroGas' financial statements; however, GlobeGas does not have the ability to pay the assessed obligation and as a result may face forced liquidation and dissolution by the Netherlands tax authority. In August of 2005 GlobeGas, BV was stricken from the Registry in the Netherlands, this has put the GlobeGas issue to rest.


NOTE 10 – Other information

On April 9, 2009 EuroGas, Inc. issued 2 Million restricted common shares to Regent Ventures Ltd. for a prolongation of the payment of the purchase price for the 45 % shareholding in Mc Callan OIL & GAS (UK) Ltd. till December 31,2009.

On June 16, 2009 Eurogas Inc. issued 17 Million restricted common shares to Rio Plata Inc. and others in connection with the purchase of the Rio Plata/ Tombstone properties. EuroGas, Inc is acquiring a 100 % working interest in 56 mining claims known as the Tombstone Sandwich Property. In addition EuroGas, Inc has entered into an agreement to purchase a strategically important parcel of mining claims comprising appr. 485 acres collectively known as the TEI Open Pit Mine.

On August 27, 2008 EuroGas, Inc. issued 20 Million restricted common shares to Hans D. Dietmann under the agreement to acquire a 30% interest in McCallan Oil & Gas (U.K.) Ltd. (McCallan), a closely held U.K. oil and gas concern, from Mr. Hans D. Dietmann, McCallan's controlling shareholder and Managing Director, and has secured an option to purchase an additional 25% interest in McCallan from Mr. Dietmann. Combined with the agreement to purchase a 45% interest in McCallan from Regent Ventures Ltd., EuroGas will own 100% of McCallan once the acquisitions of the 45% shareholding in McCallan from Regent Ventures Ltd. and the option to purchase the remaining 25% interest in McCallan from Mr. Dietmann are finalized. McCallan's main assets are its wholly-owned subsidiaries EuroGas Polska sp.zo.o ("EuroGas Polska"), a Polish company, and EuroGas GmbH ("EuroGas Austria").

EuroGas Polska:

EuroGas Polska owns a 24% interest in a large Joint Operating Agreement (JOA) operated by Poland's national oil & gas concern Polish Oil & Gas ("PGNiG"), which itself owns 51% in the JOA. The balance of 25% is held by Aurelian Oil & Gas Plc, a U.K. public company listed on the London Stock Exchange. The JOA comprises approximately 3,200 square kilometers with 10 oil and gas concessions in the Polish Carpathian Mountains. The PGNiG and the Polish Ministry of Environment and Natural Resources have publicly stated in the Annual Reports on Poland's hydrocarbon reserves the existence of a potential 300.000.000 BOE (Barrels of Oil Equivalent) reserve in the southern portion of the concession area.

EuroGas Austria

EuroGas Austria owns a 33% shareholding in Rozmin s.r.o. (Rozmin), a Slovakian mining company. Together with the Company’s 57% shareholding in Rozmin, which was bought by the Company from Belmont Resources Ltd. on March 27, 2001 (see details of the Belmont transaction in Note 7), EuroGas GmbH and the Company together will own an undivided 90% shareholding interest in Rozmin s.r.o. subject to a final payment by the Company to Belmont. Rozmin plans to place the huge Germerska Poloma talc (soapstone) deposit into production after the Supreme Court of the Slovak Republic in a non-appealable landmark decision, published on April 26, 2008, has ruled that the cancellation of Rozmin’s mining concession at Gemerska Poloma in January 2005 by the Ministry of Economy’s Mining Office at Spisska Nova Ves was considered a severe violation of Rozmin’s civil and constitutional rights under the laws of the Slovak Republic. Ownership of the Gemerska Poloma concession was taken away illegally from Rozmin by the Ministry of Economy’s Mining Office at Spisska Nova Ves in January 2005 and was subsequently transferred by the Ministry of Economy’s Mining Office at Spisska Nova Ves and the Supreme Mining Office at Banska Stiavna in a dubious and - in the opinion of the Company – corrupt transaction – to a small Slovak accounting service company owned and controlled by Peter Corej and his wife. See further details about Peter Corej et al and his involvement in this matter in the Company’s 10K per December 31, 2007.

Gemerska Poloma is one of the largest and purest talc ore bodies of the world with 150,000,000 estimated tons of carbonate reserve. Belmont Resources Ltd., a Canadian public mining company, is currently still the registered owner of 57% of Rozmin, but under the terms and conditions of the March 21, 2001 Purchase and Sales Agreement between the Company and Belmont this 57% interest has to be transferred by Belmont into the Company’s name once the final payment in the amount of appr. $1,000,000 under the terms of the agreement has been made by the Company. The remaining 10% interest in Rozmin is owned by the owner of a Berlin based German coal-trading company.


The Company and EuroGas GmbH have suffered huge financial losses, incl. the $ 113.000.000 Default Judgement which was awarded against the company by the Bankruptcy Court in Houston, due to the illegal and – in the opinion of the Company, Rozmin and EuroGas GmbH – corrupt circumstances of the illegal cancellation of Rozmin’s valid mining concession at Gemerska Poloma. In its non-appealable April 26, 2008 unanimous landmark Decision the Supreme Court of the Slovak Republic has found the Ministry of Economy’s Mining Office Unit at Spisska Nova Ves as Defendant guilty of having severely violated the Plaintiff Rozmin’s civil and constitutional rights under the law of the Slovak Republic and have instructed the Defendant to remedy the concession matter forthwith. The Company, EuroGas GmbH and Rozmin have separately informed the European Commission at Brussels, Belgium about the final non-appealable outcome of the litigation, as the Slovak Republic is a full Member of the European Union, which just introduced on Jan.1, 2009 the EU’s common currency, the Euro, as its own currency, and which has to fully abide by the law and the constitution of the European Commission. In addition the company, EuroGas GmbH and Rozmin have demanded the immediate full reinstation of Rozmin’s concession rights from the Minister of Economy of the the Slovak Republic.

After receipt of the non-appealable final Decision by the Supreme Court of the Slovak Republic, the Company and EuroGas GmbH have instructed its US and European solicitors to initiate civil and criminal legal procedures seeking damage from all parties and individuals involved in the illegal cancellation scheme of Rozmin’s mining concession at Gemerska Poloma. On March 3, 2009 the Company’s Slovak mining subsidiary Rozmin commenced a lawsuit against the SlovakRepublic’s Ministry of Economic’s Mining Office at Spisska Nova Ves with the aim to reinstate Rozmin’s mining concession at Germerska Poloma and is currently awaiting the decision of the Court in Kosice, SlovakRepublic.

In addition to the legal remedies described above the Company, EuroGas GmbH and Rozmin have also submitted to the General Attorney`s Office of the Slovak Republic as well as to the Tax Authorities and the Anti-Corruption Police Force of the SlovakRepublic relevant information of the matter and have requested an investigation into the illegal – and in the opinion of the Company, EuroGas GmbH and Rozmin – corrupt practices by Slovak government officials. The European Commission in Brussels and the Anti-Corruption Police force have both advised the Company and EuroGas GmbH independently that the relevant informations have been forwarded by them to their own investigative agencies for an independent investigation.

Acquisition Terms of McCallan Oil & Gas (UK) Ltd. shares:

EuroGas has purchased Mr. Dietmann's 30% interest by issuing 20.000.000 restricted EuroGas, Inc. common shares, as well as 1.000.000 non-voting and non interest bearing Series 2008 Preferred Shares with certain Net Profit Interest ("NPI") rights attached to it. As part of the transaction, Mr. Dietmann agreed to a lock-up agreement which prohibits him from selling or transferring these shares for a period of three years without EuroGas' consent.

In addition, EuroGas has the right to force conversion of the Preferred Shares with the NPI, together with Mr. Dietmann's remaining 25% shareholding interest in McCallan, once the share price of the company has traded at $2.50 per share for a period of 20 consecutive days.

If EuroGas common stock closes at $2.50 per share for 20 consecutive trading days in 2009 or until May 31, 2011 EuroGas will issue 15.000.000 restricted common shares to Mr. Dietmann for his remaining stake in McCallan. In the event that EuroGas common stock doesn't close at $2.50 for twenty consecutive trading days from now until May 31, 2011, Mr. Dietmann will be allowed to retain his 25% stake in McCallan along with the Preferred Stock and associated NPI.

Any stock issued to Mr. Dietmann for his remaining 25% interest in McCallan and the Preferred Shares will be subject to a three year lock-up agreement which prohibits the sale or transfer of these shares without EuroGas' consent. Any stock issued pursuant to the Agreement with Mr. Dietmann is held by an escrow agent suitable to EuroGas and Mr. Dietmann.



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General – The Company is primarily engaged in the acquisition of rights to explore for and exploit natural gas, coal bed methane gas, crude oil, talc and other minerals. The Company has acquired interests in several large exploration concessions and is in various stages of identifying industry partners, farming out exploration rights, undertaking exploration drilling, and seeking to develop production. The Company is also involved in a planning-stage co-generation and mineral reclamation project. Unless otherwise indicated, all dollar amounts in this Form 10-Q are reflected in United States dollars.

When used herein, the terms the "Company," and "EuroGas," include EuroGas, Inc. and its wholly owned subsidiaries.

Results of Operations – The following table sets forth consolidated income statement data and other selected operating data for the three and nine-months periods ended September 30, 2009 and 2008, respectively.

    September 30,     September 30,  
    2009     2008     2009     2008  
Oil and Gas Sales -    $ -   $  -   $  -  
                            
Costs and Operating Expenses                        
Depreciation   71     71     213     213  
                         
                         
General and administrative   354,765     524,845     877,053     1,405,508  
                         
Total Costs and Operating Expenses   (354,836 )   (524,916 )   (877,266 )   (1,405,721 )
                         
Other Income (Expenses)                        
Interest expense   (23,154 )   (21,004 )   (87,038 )   (66,962 )
gain from reduction of accrued   -     7,766,517     -     7,428,282  
liabilities/settlement obligations                        
                         
Unrealized Gain on sale of securities   (16,764 )   (1,022,604 )   305,995     456,819  
                         
                         
Net Other Income (Expenses)   (39,918 )   (1,043,608 )   218,957     7,818,139  
                         
                         
Profit/Loss Before Accounting Change   (394,754 )   ( 1,568,524 )   (658,309 )   6,412,418  
                         
                         
Preferred Dividends   (3,900 )   (3,900 )   (11,700 )   (11,700 )
                         
Profit/Loss Applicable to Common Shares $ (398,654 )  $ (1,572,424 )    (670,009)  $  6,400,718  
                         
Basic and Diluted Loss Per Common Share                        
Net Profit / Loss $  (0,001 )  $ (0,005 )  $ (0.002 ) $  0.021  


Three months ended September 30, 2009 compared with three months ended September 30, 2008

     Revenues The Company had no oil and gas sales for the three months ended September 30, 2009 and for the three months ended September 30, 2008.

     Operating Expenses Operating expenses primarily include general and administrative expenses, depreciation, impairment of mineral interests and equipment and litigation settlement expense. General and administrative expenses were $ 354,765 for the three months ended September 30, 2009 compared to $ 877,053 for the three months ended September 30, 2008. Depreciation expense was $71 for the three months ended September 30, 2009 compared to $71 for the three months ended September 30, 2008

     Other Income and Expense Interest expense was $ 23,154 for the three months ended September 30, 2009 compared to $ 21,004 during the three months ended September 30, 2008.

     Income Taxes Historically, the Company has not been required to pay income taxes due to the Company's absence of net profits. For future years, the Company anticipates that it will be able to utilize operating loss carry forwards in the United States of America of approximately $18,350,000 as of September 30, 2009 to offset profits, if and when achieved, resulting in a reduction in income taxes payable. However, to the extent accumulated deficits have not been incurred in countries where income is earned, such offsets will not be available.

     Net Profit/ Loss The Company incurred a net loss of ($394,754) for the three months ended September 30, 2009 compared to a net loss of (1,568,524) for the three months ended September 30, 2008.

     Due to the fluctuating economies of the Eastern European countries in which the Company operates, the Company is subject to fluctuations in currency exchange rates that can result in the recognition of significant gains or losses during any period. The Company recognized a loss of $0 in the three months ended September 30, 2009 compared to a loss of $0 in the three months ended September 30, 2008 as a result of exchange rate changes and currency transactions during these periods. The Company does not currently employ any hedging techniques to protect against the risk of currency fluctuations.

Nine months ended September 30, 2009 compared with Nine months ended September 30, 2008

     Revenues The Company had no oil and gas sales for the nine months ended September 30, 2009 and for the nine months ended September 30, 2008

     Operating Expenses Operating expenses primarily include general and administrative expenses, depreciation, impairment of mineral interests and equipment and litigation settlement expense.

     General and administrative expenses were $ 877,053 for the nine months ended September 30, 2009 compared to $ 1,405,508 for the nine months ended September 30, 2008. Depreciation expense was $ 213 for the nine months ended September 30, 2009 compared to $ 213 for the nine months ended September 30, 2008.

     Income Taxes Historically, the Company has not been required to pay income taxes due to the Company's absence of net profits. For future years, the Company anticipates that it will be able to utilize operating loss carry forwards in the United States of America of approximately $18,350,000 as of June 30, 2009 to offset profits, if and when achieved, resulting in a reduction in income taxes payable. However, to the extent accumulated deficits have not been incurred in countries where income is earned, such offsets will not be available.

Capital and Liquidity

     The Company had an accumulated deficit of $152,272,855 at September 30, 2009 substantially all of which has been funded out of proceeds received from the issuance of stock and the incurrence of liabilities. At September 30, 2009 the Company had current assets of $ 1,235 and liabilities of $ 12,339,046 resulting in a negative working capital of $ (12,337,811).

     Throughout its existence, the Company has relied on cash from financing activities to provide the funds required for acquisitions and operating activities. As a result, the Company used net cash of $ 3,298,747 during the nine months ended September 30, 2009.


     While the Company had a positive amount of cash of $ 1,235 at September 30, 2009 it had substantial short-term and long-term financial commitments. As noted above, the Company has relied principally on cash provided from equity and debt transactions to meet its cash requirements. The Company does not have sufficient cash to meet its short-term or long-term needs, and it will require additional cash, either from financing transactions or operating activities, to meet its immediate and long-term obligations. There can be no assurance that the Company will be able to obtain additional financing, either in the form of debt or equity, or that, if such financing is obtained, it will be available to the Company on reasonable terms. If the Company is able to obtain additional financing or structure strategic relationships in order to fund existing or future projects, existing shareholders will likely continue to experience further dilution of their percentage ownership of the Company.

     If the Company is unable to establish production or reserves sufficient to justify the carrying value of its assets, to obtain the necessary funding to meet its short and long-term obligations, or to fund its exploration and development program, all or a portion of the mineral interests in unproven properties will be charged to operations, leading to significant additional losses.

Inflation

     The amounts presented in the Company's consolidated financial statements do not provide for the effect of inflation on the Company's operations or its financial position. Amounts shown for property, plant, and equipment and for costs and expenses reflect historical costs and do not necessarily represent replacement costs or charges to operations based on replacement costs. The Company's operations, together with other sources, are intended to provide funds to replace property, plant and equipment as necessary. Net income would be lower than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments. Due to inflationary problems in Eastern Europe that are seen in currency exchange losses, the Company has seen losses on its asset values in those countries.

Warning Regarding Forward-looking Statements and Factors that may affect Future Results

     This Quarterly Report on Form 10-Q contains forward-looking statements and information relating to the Company and its business, which are based on the beliefs of management of the Company and on assumptions made based on information currently available to management. These statements can be identified by the use of the words "will," "anticipate," "estimate," "project," "likely," "believe," "intend," "expect" or similar words. Forward-looking statements reflect the current views of management of the Company and are not intended to be accurate descriptions of the future. When considering these statements, the reader should bear in mind the cautionary information set forth in this section and other cautionary statements throughout this Report , and in the Company's other filings with the Securities and Exchange Commission. All forward-looking statements are based on management's existing beliefs about present and future events outside of management's control and on assumptions that may prove to be incorrect. The discussion of the future business prospects of the Company is subject to a number of risks and assumptions, including those identified below. Should one or more of these or other risks materialize or if the underlying assumptions of management prove incorrect, actual results of the Company may vary materially from those anticipated, estimated, projected or intended. Among the factors that may affect the Company's results are its ability to establish beneficial relationships with industry partners to provide funding and expertise to the Company's projects; its efforts to locate commercial deposits of hydrocarbons on the Company's concessions and licenses; the negotiation of additional licenses and permits for the exploitation of any reserves located; the success of exploratory activities; the completion of wells drilled by the Company, its joint venture partners and other parties allied with the Company's efforts; the economic recoverability of in-place reservoirs of hydrocarbons; technical problems in completing wells and producing gas; the success of marketing efforts; the ability to obtain the necessary financing to successfully pursue the Company's business strategy; operating hazards and uninsured risks; the intense competition and price volatility associated with the oil and gas industry; and international and domestic economic conditions.

     The Company's activities are subject to risks in addition to the risks normally associated with the exploration and development of hydrocarbons. Each of the eastern European countries in which the Company has obtained or seeking to obtain concessions is in the process of developing capitalistic economies. As a result, many of their laws, regulations, and practices with respect to the exploration and development of hydrocarbons have not been time tested or, in some cases, yet adopted. The Company's operations are subject to significant risks that any change in the government itself or in government personnel, or the development of new policies and practices may adversely affect the Company's operations and financial results at some future date. Furthermore, the Company's concessions and licenses are often subject, either explicitly or implicitly, to ongoing review by governmental ministries. In the event that any of these countries elects to change its regulatory system, it is possible that the government might seek to annul or amend the governing agreements in a manner unfavorable to the Company or impose additional taxes or other duties on the activities of the Company. As a result of the potential for political risks in these countries, it remains possible that the governments might seek to nationalize or otherwise cause the interest of the Company in the various concessions and licenses to be forfeited. Many of the areas in which the Company's prospects are located lack the necessary infrastructure for transporting, delivering, and marketing the products which the Company seeks to identify and exploit. Consequently, even if the Company is able to locate hydrocarbons in commercial quantities, it may be required to invest significant amounts in developing the infrastructure necessary to carry out its business plan. The Company does not presently have a source of funding available to meet these costs.


     Future terrorist activity or government action against perceived terrorist threats in the United States or in areas of the world in which the Company does business or owns property may, however, adversely affect the Company's business operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     The Company conducts business in many foreign currencies. As a result of the effects that foreign exchange rate movements of those currencies have on the Company's costs and on the cash flows, which it receives from its foreign operations, the Company is subject to foreign exchange rate risks. The Company believes that it currently has no other material market risk exposure. To date, the Company has addressed its foreign currency exchange rate risks principally by maintaining its liquid assets in U.S. dollars until payments in foreign currency are required, but the Company does not reduce this risk by utilizing hedging activities.

Item 4. Controls and Procedures

     Based on their evaluation, as of a date within 90 days of the filing date of this Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

There are currently no legal proceedings pending against the Company

Item 2. Other information

McCallan Oil & Gas (UK) Ltd.

Combined with the agreement to purchase a 45% interest in McCallan from Regent Ventures Ltd., EuroGas will own 100% of McCallan when the Regent acquisition and the option to purchase the remaining 25% interest in Mc Callan from Hans D. Dietmann are finalized. McCallan's main assets are its wholly-owned subsidiaries EuroGas Polska sp.z.o.o ("EuroGas Polska"), a Polish company, and Vienna, Austria based EuroGas GmbH ("EuroGas Austria").

EuroGas Polska

EuroGas Polska owns a 24% interest in a large Joint Operating Agreement (JOA) operated by Poland's national oil & gas concern Polish Oil & Gas ("PGNiG"), which itself owns 51% in the JOA. The balance of 25% is held by Aurelian Oil & Gas Plc, a U.K. public company listed on the London Stock Exchange. The JOA comprises approximately 3,200 square kilometers with 10 oil and gas concessions in the Polish Carpathian Mountains. The PGNiG and the Polish Ministry of Environment and Natural Resources have publicly stated in the Annual Reports on Poland's hydrocarbon reserves the existence of a potential 300.000.000 BOE (Barrels of Energy) reserve in the southern portion of the concession area.


RWE-DEA, a subsidiary of Germany's utility giant RWE, confirmed in its Annual Report 2007 an oil discovery on a small concession at the northwestern flank of the JOA's Carpathian concession area while PGNiG has recently made a large 2.4 TCF natural gas discovery at the northeastern flank of the concession area of the JOA next to the Ukrainian border where several smaller producing fields exist at shallow depth. Recently, PGNiG gave notice to the JOA interest holders to commence a large scale seismic program in the central and northeastern portion of the concession area of the JOA and has suggested to drill two deep wells in that portion of the concession area.

EuroGas Austria

EuroGas Austria owns a 33% shareholding in Rozmin s.r.o. (Rozmin), a Slovakian mining company. Together with the Company’s 57% shareholding in Rozmin, which was bought by the Company from Belmont Resources Ltd. on March 27, 2001 (see details of the Belmont transaction in Note 7), EuroGas GmbH and the Company together own an undivided 90% shareholding interest in Rozmin s.r.o. . Rozmin plans to place the huge Germerska Poloma talc (soapstone) deposit into production. Therefore, on March 6, 2009 the Company has entered into a Long-Term Talc Supply Agreement with Mondo Minerals , a well-established market leading producer and refiner of talc in Europe, after the Supreme Court of the Slovak Republic in a non-appealable landmark decision published on April 26, 2008, has ruled that the cancellation of Rozmin’s mining concession at Gemerska Poloma in January 2005 by the Ministry of Economy’s Mining Office at Spisska Nova Ves was considered a severe violation of Rozmin’s civil and constitutional rights under the laws of the Slovak Republic. Ownership of the Gemerska Poloma concession was taken away illegally from Rozmin by the Ministry of Economy’s Mining Office at Spisska Nova Ves in January 2005 and was subsequently transferred by the Ministry of Economy’s Mining Office at Spisska Nova Ves and the Supreme Mining Office at Banska Stiavna in a dubious and - in the opinion of the Company – corrupt transaction – to a small Slovak accounting service company owned and controlled by Peter Corej and his wife. See further details about Peter Corej et al and his involvement in this matter in the Company’s 10K per December 31, 2007.

The Long-Term Talc Supply Agreement with Mondo Minerals calls for Rozmin to supply a minimum of 60.000 tons of Gemerska Poloma talc per year for a period of 10 years with Mondo Minerals holding the option to extend the agreement for another 10 years. Mondo Minerals has also been granted a right of first refusal to acquire Rozmin in the event that the Company opts to sell a 51% or greater interest in Rozmin.

Gemerska Poloma is one of the largest and purest talc ore bodies of the world with 150,000,000 estimated tons of carbonate reserve. Belmont Resources Ltd., a Canadian public mining company, is currently still the registered owner of 57% of Rozmin, but under the terms and conditions of the March 21, 2001 Purchase and Sales Agreement between the Company and Belmont this 57% interest has to be transferred by Belmont into the Company’s name once the final payment in the amount of appr. $1,000,000 under the terms of the agreement has been made by the Company. The remaining 10% interest in Rozmin is owned by a Berlin based German trading company.

The Company and EuroGas GmbH have suffered huge financial losses due to the illegal and – in the opinion of the Company, Rozmin and EuroGas GmbH – corrupt circumstances of the illegal cancellation of Rozmin’s valid mining concession at Gemerska Poloma. In its non-appealable April 26, 2008 landmark unanimous Decision the Supreme Court of the SlovakRepublic has found the Ministry of Economy’s Mining Office Unit at Spisska Nova Ves as Defendant guilty of having severely violated the Plaintiff Rozmin’s civil and constitutional rights under the law of the SlovakRepublic and have instructed the Defendant to remedy the concession matter forthwith.

The Company, EuroGas GmbH and Rozmin have separately informed the European Commission at Brussels, Belgium about the final non-appealable outcome of the litigation as the Slovak Republic is a full Member of the European Union which has just introduced on Jan.1, 2009 the EU’s common currency, the Euro, as its own currency, and which has to fully abide by the law and the constitution of the European Commission. In addition the company, EuroGas GmbH and Rozmin have demanded the immediated full reinstation of Rozmin’s concession rights from the Minister of Economy of the the Slovak Republic.

After receipt of the non-appealable final Decision by the Supreme Court of the Slovak Republic, the Company and EuroGas GmbH have instructed its US and European solicitors to initiate civil and criminal legal procedures seeking damage from all parties and individuals involved in the illegal cancellation scheme of Rozmin’s mining concession at Gemerska Poloma.


In addition to the legal remedies described above the Company, EuroGas GmbH and Rozmin have also submitted to the Attorney General’s Office of the Slovak Republic as well as to the Tax Authorities ans the Anti-Corruption Police Force of the Slovak Republic relevant information of the matter and have requested an investigation into the illegal – and in the opinion of the Company, EuroGas GmbH and Rozmin – corrupt practices by Slovak government officials. The European Commission in Brussels and the Anti-Corruption Police Force have advised the Company that they have forwarded the relevant informations independently to their own investigative agencies for an independent investigation.

Acquisition Terms of McCallan Oil & Gas (UK) Ltd. shares:

EuroGas has purchased Mr. Dietmann's 30% interest by issuing 20.000.000 restricted EuroGas, Inc. common shares, as well as 1.000.000 non-voting and non interest bearing Series 2008 Preferred Shares with certain Net Profit Interest ("NPI") rights attached to it. As part of the transaction, Mr. Dietmann agreed to a lock-up agreement which prohibits him from selling or transferring these shares for a period of three years without EuroGas' consent.

In addition, EuroGas has the right to force conversion of the Preferred Shares with the NPI, together with Mr. Dietmann's remaining 25% shareholding interest in McCallan, once the share price of the company has traded at $2.50 per share for a period of 20 consecutive days.

If EuroGas common stock closes at $2.50 per share for 20 consecutive trading days in 2009 or until May 31, 2011 EuroGas will issue 15.000.000 restricted common shares to Mr. Dietmann for his remaining stake in McCallan. In the event that EuroGas common stock doesn't close at $2.50 for twenty consecutive trading days from now until May 31, 2011, Mr. Dietmann will be allowed to retain his 25% stake in McCallan along with the Preferred Stock and associated NPI.



Item 3.  Exhibits and Reports on Form 8-K

     (a) The following exhibits are filed with this report were filed during the previous reporting schedules as noted below.

Exhibit      
Number Title of Document   Location
       
2.1

Exchange Agreement between Northampton, Inc., and Energy Global, A.G.

 

Report on Form 8-K dated August 3, 1994, Exhibit No. 1*

       
2.2

Agreement and Plan of Merger between EuroGas, Inc., and Danube International Petroleum Company, Inc., dated July 3, 1996, as amended

 

Report on Form 8-K dated July 12, 1996, Exhibit No. 5*

       
2.3

English translation of Transfer Agreement between EuroGas and OMV, Inc. for the Acquisition of OMV (Yakut) Exploration GmbH dated June 11, 1997

 

Report on Form 8-K dated June 11, 1997 Exhibit No. 1*

       
2.4

Asset Exchange Agreement between EuroGas, Inc., and Beaver River Resources, Ltd., dated April 1, 1988

 

Report on Form S-1 dated July, 23, 1998 Exhibit No. 2.03*

       
3.1 Articles of Incorporation  

Registration Statement on Form S- 18, File No. 33-1381-D Exhibit No. 1*

       
3.2 Amended Bylaws  

Annual Report on Form 10-K for the fiscal year ended September 30, 1990, Exhibit No. 1*

       
3.3

Designation of Rights, Privileges, and Preferences of 1995 Series Preferred Stock

 

Quarterly Report on Form 10-QSB dated March 31, 1995, Exhibit No. 1*

       
3.4

Designation of Rights, Privileges, and Preferences of 1996 Series Preferred Stock

 

Report on Form 8-K dated July 12, 1996, Exhibit No. 1*

       
3.5

Designation of Rights, Privileges, and Preferences 1997 Series A Convertible Preferred Stock

 

Report on Form 8-K dated May 30, 1997 Exhibit No. 1*

       
3.6

Designation of Rights, Privileges, and Preferences of 1998 Series B Convertible Preferred Stock

 

Report on Form S-1 Dated July 23, 1998 Exhibit No. 3.06*

       
3.7 Articles of Share Exchange  

Report on Form 8-K dated August 3, 1994, Exhibit No. 6*




Exhibit      
Number Title of Document   Location
       
3.8

Designation of Rights, Privileges, and Preferences of 1999 Series C 6% Convertible Preferred Stock

 

Registration Statement on Form S-1, File No. 333-92009, filed on December 2, 1999

       
4.1

Subscription Agreement between EuroGas, Inc., and Thomson Kernaghan & Co., Ltd., dated May 29, 1998

 

Report on Form S-1 dated July 23, 1998 Exhibit No. 4.01*

       
4.2

Warrant Agreement dated July 12, 1996, with Danube Shareholder

 

Report on Form 8-K dated July 12, 1996, Exhibit No. 2*

       
4.3

Registration Rights Agreement Between EuroGas, Inc., and Thomson Kernaghan & Co., Ltd., dated May 29,
1998

 

Report on Form S-1 dated July 23, 1998 Exhibit No. 4.02*

       
4.4

Registration Rights Agreement dated July 12, 1996, with Danube Shareholder

 

Report on Form 8-K dated July 12, 1996 Exhibit No. 3*

       
4.5

Registration Rights Agreement by and among EuroGas, Inc., and Finance Credit & Development Corporation, Ltd., dated June 30, 1997

 

Report on Form S-1 dated July 23, 1998 Exhibit No. 4.06*

       
4.6

Option granted to the Trustees of the Estate of Bernice Pauahi Bishop

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 10*

       
4.7

Registration Rights Agreement by and among EuroGas, Inc., and Kukui, Inc., and the Trustees of the Estate of Bernice Pauahi Bishop

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 11*

       
4.8

Option issued to OMV Aktiengesellschaft to acquire up to 2,000,000 shares of restricted common stock

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, Exhibit No. 13*

       
4.9

Form of Convertible Debenture issued on January 12, 2000.

 

Quarterly report on Form 10-Q dated March 31, 2000.

       
10.1

English translation of Mining Usufruct Contract between The Minister of Environmental Protection, Natural Resources and Forestry of the Republic of Poland and Pol- Tex Methane, dated October 3, 1997

 

Quarterly Report on Form 10-Q dated September 30, 1997 Exhibit No. 1*

       
10.2

Agreement between Polish Oil and Gas Mining Joint Stock Company and EuroGas, Inc., dated October 23, 1997

 

Quarterly Report on Form 10-Q dated September 30, 1997 Exhibit No. 2*

       
10.3

1996 Stock Option and Award Plan

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 14*




Exhibit      
Number Title of Document   Location
       
10.4

Settlement Agreement by and among Kukui, Inc., and Pol- Tex Methane, Sp. zo.o., McKenzie Methane Rybnik, McKenzie Methane Jastrzebie, GlobeGas, B.V. (formerly known as McKenzie Methane Poland, B.V.), and the Unsecured Creditors' Trust of the Bankruptcy Estate of McKenzie Methane Corporation

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 15*


       
10.5

Acquisition Agreement between EuroGas, Inc., and Belmont Resources, Inc., dated July 22, 1998

 

Report on Form S-1 dated July 23, 1998 Exhibit No. 10.20*

       
10.6

General Agreement governing the operation of McKenzie Methane Poland, B.V.

 

Report on Form 8-K dated August 3, 1994, Exhibit No. 2*

       
10.7

Concession Agreement between Ministry of Environmental Protection, Natural Resources, and Forestry and Pol-Tex Methane Ltd.

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 18*

       
10.8

Association Agreement between NAFTA a.s. Gbely and Danube International Petroleum Company

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 19*

       
10.9

Agreement between Moravske' Naftove' Doly a.s. and Danube International Petroleum Company

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 20*

       
10.10 Form of Convertible Debenture  

Report on Form 8-K dated August 3, 1994, Exhibit No. 7*

       
10.11

Form of Promissory Note, as amended, with attached list of shareholders

 

Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, Exhibit No. 23*

       
10.12

Amendment #1 to the Association Agreement Entered on 13th July 1995, between NAFTA a.s. Gbely and Danube International Petroleum Company

 

Annual Report on Form 10-KSB for the Fiscal year ended December 31, 1996, Exhibit No. 25*

       
10.13

Acquisition Agreement by and among Belmont Resources, Inc., EuroGas Incorporated, dated October 9, 1998

 

Form 10-Q Dated September 30, 1998 Exhibit No. 1*

       
10.14

Letter of Intent by and between Polish Oil and Gas Company and Pol-Tex Methane, dated April 28, 1997

 

Annual Report on Form 10-KSB for the Fiscal year ended December 31, 1996, Exhibit No. 27*




Exhibit      
Number Title of Document   Location
       
10.15

Purchase and Sale Agreement between Texaco Slask Sp. zo.o., Pol-Tex Methane Sp. zo.o. and GlobeGas B.V.

 

Report on Form 8-K Dated March 24, 1997 Exhibit No. 1*

       
10.16

English translation of Articles of Association of the TAKT Joint Venture dated June 7, 1991, as amended April 4, 1993

 

Report on Form 8-K/A Dated June 11, 1997 Exhibit No. 3*

       
10.17

English translation of Proposed Exploration and Production Sharing Contract for Hydrocarbons between the Republic of Sakha (Yakutia) and the Russian Federation and the TAKT Joint Venture

 

Report on Form 8-K/A Dated June 11, 1997 Exhibit No. 4*

       
10.18

English translation of Agreement on Joint Investment and Production Activities between EuroGas, Inc., and Zahidukrgeologia, dated May 14, 1998

 

Registration Statement on Form S-1 dated July 23, 1998 Exhibit No. 10.21*

       
10.19

English translation of Statutory Agreement of Association of Limited Liability Company with Foreign Investments between EuroGas, Inc., and Makyivs'ke Girs'ke Tovarystvo, dated June 17, 1998

 

Registration Statement on Form S-1 dated July 23, 1998 Exhibit No. 10.22*

       
10.20

Partnership Agreement between EuroGas, Inc., and RWE- DEA Aktiengesellschaft for Mineraloel and Chemie AG, date July 22, 1998

 

Amendment No. 1 to Registration Statement on Form S-1 dated August 3, 1998 Exhibit No. 10.23

       
10.21

Mining Usufruct Contract between The Minister of Environmental Protection, Natural Resources and Forestry of the Republic of Poland and Pol-Tex Methane, dated October 3, 1997

 

Quarterly Report on Form 10-Q dated September 30, 1997 Exhibit No. 1*

       
10.22

Agreement between Polish Oil and Gas Mining Joint Stock Company and EuroGas, Inc., dated October 23, 1997

 

Quarterly Report on Form 10-Q dated September 30, 1997 Exhibit No. 2*

       
10.23

Agreement for Acquisition of 5% Interest in a Subsidiary by and between EuroGas, Inc., B. Grohe, and T. Koerfer, dated November 11, 1997

 

Quarterly Report on Form 10-Q dated September 30, 1997 Exhibit No. 3*

       
10.24

Option Agreement by and between EuroGas, Inc., and Beaver River Resources, Ltd., dated October 31, 1997

 

Quarterly Report on Form 10-Q dated September 30, 1997 Exhibit No. 4*

       
10.25

Lease Agreement dated September 3, 1996, between Potomac Corporation and the Company; Letter of Amendment dated September 30, 1999.

 

Registration Statement on Form S-1, File No. 333-92009, filed on December 2, 1999*

       
10.26

Sublease dated November 2, 1999, between Scotdean Limited and the Company

 

Registration Statement on Form S-1, File No. 333-92009, filed onDecember 2, 1999*




Exhibit      
Number Title of Document   Location
       
10.27

Securities Purchase Agreement dated November 4, 1999, between the Company and Arkledun Drive LLC

 

Registration Statement on Form S-1, File No. 333-92009, filed on December 2, 1999*

       
10.28

Registration Rights Agreement dated November 4, 1999, between the Company and Arkledun Drive LLC

 

Registration Statement on Form S-1, File No. 333-92009, filed on December 2, 1999*

       
10.29

Supplemental Agreement dated November 4, 1999, between the Company and Arkledun Drive LLC

 

Registration Statement on Form S-1, File No. 333-92009, filed on December 2, 1999*

       
10.30

Executive Employment Agreement dated April 20, 1999 between the Company and Karl Arleth

 

Registration Statement on Form S-1, File No. 333-92009, filed on December 2, 1999*

       
10.31

Settlement Agreement dated June 16, 2000, between the Company and FCOC

 

Form 10-K for year ended December 31, 2000*

       
10.32

Securities Purchase Agreement dated October 2, 2000, between the Company and Arkledun Drive LLC

 

Form 10-K for year ended December 31, 2000*

       
10.33

Registration Rights Agreement dated October 2, 2000, between the Company and Arkledun Drive LLC

 

Form 10-K for year ended December 31, 2000*

       
10.34

Settlement Agreement dated November 14, 2000, between the Company and Arkledun Drive LLC

 

Form 10-K for year ended December 31, 2000*

       
10.35

Consulting Agreement dated September 18, 2000, between the Company and Spinneret Financial Systems, Ltd.

 

Form 10-K for year ended December 31, 2000*

       
10.36

Securities Purchase Agreement dated March 27, 2001 between the Company and Belmont Resources Inc.

 

Form 10-K for year ended December 31, 2000*

       
10.37 Agreement dated April 9, 2001 between the Company and Belmont Resources Inc.   Form 10-K for year ended December 31, 2000*
       
10.38

Warrant Agreement dated September 8, 2000 with Oxbridge Limited

 

Form 10-K for year ended December 31, 2000*

       
10.39

Warrant Agreement dated September 8, 2000 with Rockwell International Ltd.

 

Form 10-K for year ended December 31, 2000*

       
10.40

Warrant Agreement dated September 8, 2000 with Conquest Financial Corporation

 

Form 10-K for year ended December 31, 2000*

       
10.41

Termination and Transfer Agreement dated June 23, 2000 between the Company and Belmont Resources, Inc.

 

Form 10-K for year ended December 31, 2000*

       
10.42

Loan Agreement dated March 3, 1999 between the Company and Pan Asia Mining Corp.

 

Form 10-K for year ended December 31, 2000*




Exhibit      
Number Title of Document   Location
       
10.43

Agreement dated July 14, 2000 between the Company and Oxbridge Limited

 

Form 10-K for year ended December 31, 2000*

       
10.44

Amended Agreement dated July 25, 2000 between the Company, Pan Asia Mining Corp., and Oxbridge Limited

 

Form 10-K for year ended December 31, 2000*

       
10.45

Settlement Agreement dated November 20, 2000 between the Company and Beaver River Resources, Ltd.

 

Form 10-K for year ended December 31, 2000*

       
10.46

Purchase of Judgment from Texas Bankruptcy Trustee on October 10. 2007/

 

Form 8-K filed on October 10,2007. *

       
10-47

EuroGas, Inc. address change. December 31, 2007

 

Form 8-K filed on December 31,2007. *

       
10-48

EuroGas, Inc. New Director appointed March 5, 2008

 

Form 8-K filed on March 5, 2008 *

       
10-49

2008 EuroGas, Inc. Regent Ventures May 1,2008

 

Form 8-K filed on May 1,2008. *

       
10-50

EuroGas, Inc. McCallan oil & gas (UK) limited. May 29, 2008

 

Form 8-K filed on May 29, 2008. *

       
10-51

2008 EuroGas, Inc. Ed Mueller appointed as director and address change for Company August 25,2008

 

Form 8-K filed on August 25, 2008exhibit 10-51 10 Q 3d Quarter 2008*

       
21.1 Subsidiaries  

Annual Report on Form 10- KSB for the Fiscal year ended December 31, 1995, Exhibit No. 24*

       
31.1 Certification of Principal Executive Officer   Filed herewith
       
31.2 Certification of Principal Financial Officer   Filed herewith
       
32.1

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  Filed herewith
       
32.2

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

  Filed herewith

* Incorporated by reference


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  EUROGAS, INC.
  (Registrant)
     
     
Date: March 1, 2010 By /s/ Wolfgang Rauball
    Wolfgang Rauball
    Chief Executive Officer
     
     
Date: March 1, 2010 By /s/ Harald Schmidt
    Harald Schmidt
    Executive Vice President
     
    Interim Accounting and Financial Officer