UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13-a16 or 15d-16 under the Securities Exchange Act of 1934

For the month of ~~July~~August 2010

POWER OIL & GAS INC.

------------------------------------------

(Registrant’s Name)

4620 Manilla Road

Calgary, Alberta, T2G 4B7

--------------------------------------------

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:Form 20-F [ X ]Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

~~Change~~Annual ~~in Directors and~~General ~~Officers~~Meeting

OnPower ~~July~~Oil ~~14,~~& ~~2010,~~Gas MrInc., ~~Keith~~(the ~~Diakiw,~~“Registrant”) awill ~~current~~hold ~~member~~its ofAnnual ~~the~~General ~~Board~~Meeting of Shareholders ~~Directors~~on ~~since~~August ~~May 2007~~25, ~~was~~2010 ~~appointed~~at ~~Chief~~10:00 ~~Executive~~AM ~~Officer~~(Vancouver, ~~Chief~~British ~~Financial~~Columbia ~~Officer, President,~~time) ~~Treasurer~~at ~~and~~Suite ~~Secretary~~1700-1185 ofWest ~~Power~~Georgia ~~Oil~~Street, ~~& Gas Inc.~~Vancouver, ~~a Canadian corporation (the~~British ~~“Corporation”)~~Columbia. ~~Also~~ In onconnection ~~July~~with ~~14,~~the ~~2010 Mr. Manny Dhinsa resigned as Chief Executive Officer~~meeting, ~~Chief~~on ~~Financial~~or ~~Officer,~~about ~~President,~~August ~~Treasurer~~3, ~~Secretary~~ ~~and Director of the Corporation. On June 30,~~ 2010, ~~Rob~~ ~~Sandhu~~the ~~resigned~~Registrant asmailed ~~Director~~to ofits ~~the~~shareholders ~~Corporation. Set~~(i) ~~forth~~an ~~below~~Information ~~is the~~Circular, ~~age~~(ii) ~~and~~ a Notice ~~brief description~~ of ~~the~~Annual ~~background~~General ~~and~~Meeting ~~business experience~~ of ~~Mr. Keith~~Shareholders, ~~Diakiw~~and ~~over~~(iii) ~~the~~a ~~past five years~~Proxy Card.

~~Mr. Diakiw,~~For ~~age 37, is a professional geologist who has field experience in Canada~~all ~~and~~the ~~Brazil. Mr.~~provisions ~~Diakiw~~of isthe ~~currently~~Information ~~working as a Production Geologist for Canadian Natural Resources Ltd. in Fort McMurray~~Circular, ~~Alberta,~~the ~~Canada. From~~Notice ~~2005~~of toAnnual ~~2006~~General ~~he was employed by Wellsite Masters Ltd. as a Well Site~~Meeting ~~Geologist~~of ~~for~~Shareholders, anand ~~oil~~the ~~sands~~Proxy ~~drilling program. From 2003 to 2004~~Card, hereference ~~worked as~~is ahereby ~~Field~~made ~~Engineer~~to ~~for~~such ~~Schlumberger D&M in Brazil on offshore platforms,~~documents ~~while~~annexed inhereto ~~2003, he was employed by EnCana Corporation~~ as aExhibits ~~Contract Geologist~~99. ~~Mr. Diakiw has been a director of Rush Metals Corp~~1, ~~a publicly traded company since September 2008~~99.2, and is99.3 arespectively. All statements ~~member~~made ofherein ~~several~~concerning ~~professional organizations including~~ the ~~Association~~foregoing ofdocuments ~~Professional~~are ~~Engineers,~~qualified ~~Geologists,~~by ~~and~~references ~~Geophysicists~~to ofsaid ~~Alberta (APEGGA), the Canadian Institute of Mining, Metallurgy, and Petroleum (CIM), and the Canadian Society of Petroleum Geologists (CSPG)~~exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

POWER OIL & GAS INC.

By: /s/ Keith Diakiw

Name: Keith Diakiw

Title: President and Chief Executive Officer

Date: ~~July~~August 303, 2010

Filing Compare · Power Resource Exploration Inc.