SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August 8~~ February 6, ~~2005~~2006

QUEST OIL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-26619	98-0207745
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	2000 East Lamar Boulevard, Suite 600
	11200 Westheimer Suite 900
	Arlington, Texas 76006
	Houston, TX 77042
	(Address of principal executive offices)
	817-462-4091
	713-243-8778
	(Registrant’s Telephone Number)

_____________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

~~Section 1~~Item ~~- Registrant’s Business and Operations~~1.01

~~Item 1.01~~ Entry into a Material Definitive Agreement.

~~Not applicable~~On February 6, 2006 we entered into a joint venture participation agreement for an interest in the Odom (Martin) Ranch No. 1H horizontal well on the Martin-Hyponex prospect from Gaither Petroleum. The well spudded on February 5, 2006 in Parker County. Participants in the well are Sauder Management Company (Operator), Carrizo Oil and Gas Inc. (NASDAQ:CRZO), Triad Oil and Gas, L.L.C. and Ryder Scott, LP. The well is in the Newark East Field (Barnett Shale) in Southeast Parker County close to the Hood County border. The participation marks our entry into the Barnett Shale play and enables us to secure significant quality 3D seismic data that comes with this acquisition. The "Odom (Martin) No.1" will take approximately 25 days drill to TVD of 6,200 ft. and MD of 9,500 ft. We are using project as a springboard to look at several other opportunities in the Barnett Shale area.

Item 1.02 ~~Termination of a Material Definitive Agreement.~~

~~Not applicable~~Termination of a Material Definitive Agreement.

~~Item 1.03 Bankruptcy or~~Not ~~Receivership~~applicable.

~~Not applicable~~Item 1.03

~~Section 2~~Bankruptcy -or ~~Financial Information~~Receivership.

~~Item 2.01 Completion of~~Not ~~Acquisition or Disposition of Assets~~applicable.

~~Not applicable.~~Section 2 – Financial Information

Item 2.~~02 Results of Operations and Financial Condition.~~01

~~Not applicable~~Completion of Acquisition or Disposition of Assets.

~~Item 2.03 Creation of~~Not ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~applicable.

~~Not applicable~~Item 2.02

~~Item 2.04 Triggering Events~~Results ~~That~~of ~~Accelerate~~Operations orand ~~Increase a Direct~~ Financial ~~Obligation or an Obligation Under an Off-Balance Sheet Arrangement~~Condition.

Not applicable.

Item 2.~~05 Costs Associated with Exit or Disposal Activities.~~03

~~Not applicable~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Item 2~~Not applicable.~~06 Material Impairments.~~

~~Not applicable~~Item 2.04

~~Section 3~~Triggering -Events ~~Securities~~That ~~and~~Accelerate ~~Trading~~or ~~Markets~~Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

~~Item 3.01 Notice of~~Not ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing~~applicable.

~~Not applicable~~Item 2.05

~~Item 3.02 Unregistered Sales~~Costs ofAssociated ~~Equity~~with ~~Securities~~Exit or Disposal Activities.

Not applicable.

Item ~~3.03 Material Modification~~ ~~to Rights of Security Holders~~2.06

~~Not applicable~~Material Impairments.

~~Section 4~~Not ~~- Matters Related to Accountants and Financial Statements~~applicable.

~~Item 4.01 Changes in~~Section ~~Registrant’s~~3 ~~Certifying~~– ~~Accountant.~~Securities and Trading Markets

~~Not applicable~~Item 3.01

~~Item 4.02 Non-Reliance on~~Notice ~~Previously~~of ~~Issued~~Delisting ~~Financial~~or ~~Statements~~Failure orto Satisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or Standard: Transfer of Listing.

~~Completed Interim~~Not ~~Review~~applicable.

~~Not applicable~~Item 3.02

2Unregistered Sales of Equity Securities.

~~Section 5~~Not ~~- Corporate Governance and Management~~applicable.

Item ~~5.01 Changes in~~ ~~Control of Registrant~~3.03

~~Not applicable~~Material Modification to Rights of Security Holders.

~~Item 5.02 Departure of~~Not ~~Directors or Principal Officers; Election of Directors; Appointment of~~ applicable.

~~Principal Officers.~~Section 4 – Matters Related to Accountants and Financial Statements

~~On August 8,~~Item ~~2005, our board of directors appointed Joseph F~~4. ~~Wallen as a director of the Company.~~01

~~Mr. Wallen~~Changes is our Vice President of Operations, Chief Financial Officer and one of our directors. Mr. Wallen is a Graduate of the University of Texas at San Antonio Business School and has spent the last 26 years performing operations and administrative functions for numerous mid-tier oil and gas companies. Although his main focus has been in ~~the~~Registrant’s ~~Texas~~Certifying ~~oil and gas industry, Mr~~Accountant. Wallen has worked in the prolific Altamont-Bluebell Field in the Uinta Basin of Utah. He handled the administrative and field operations for Roadrunner Oil Inc, an independent operator. His duties included the monthly government filings, maintaining daily communications with field personnel, internal accounting and lease operation. Mr. Wallen is well placed to understand the intricacies of oil and gas field accounting and operation.

~~On August 30,~~Previous ~~2005,~~independent ~~Roderick~~registered ~~Bartlett~~public ~~resigned~~accounting ~~from his position as a director of the Company~~firm. ~~Mr. Bartlett’s resignation was not because of any disagreements with the Company on matters relating to its operations, policies and practices.~~

~~On August 30,~~Not ~~2005, our board of directors appointed Douglas Blackman as a director of the Company~~applicable.

~~Mr. Blackman~~Item ~~is one of our Directors~~4. Mr. Blackman obtained his BA from Trent University, Peterborough, Ontario in 1972 and obtained his law degree from the University of Ottawa Law School in 1975. He moved to Calgary in 1975 and began his career in the Oil and Gas Industry in 1977 working in the Legal Department of BP Exploration Canada for four years followed by eight years with Suncor, Inc. its Land/Legal Departments. During his years with Suncor, he worked on many negotiating agreements with industry counterparts and government officials, and also worked closely with a team of geologists, engineers, and economists evaluating land positions and drilling opportunities for Suncor in Alberta, BC, Saskatchewan and Manitoba both in the exploration and production sectors. Prior to emigrating to New Zealand in 1988 where he worked for Petrocorp in Wellington, NZ in during 1989, Mr. Blackman acted as a consultant for Imperial Oil as an advisor for Esso's takeover of Sulpetro. Since 1997, Mr. Blackman has acted as a consultant for many private and public oil & gas companies in Canada, and has sat on the board of several public and private Canadian Companies. He continues to reside in New Zealand but spends most of the year in Vancouver/Calgary on business.02

~~Item 5.03 Amendments to~~Non-Reliance ~~Articles~~on ofPreviously ~~Incorporation~~Issued Financial Statements or ~~Bylaws:~~a ~~Change~~Related inAudit ~~Fiscal Year.~~Report or

~~Not applicable~~Completed Interim Review.

~~Item 5.04 Temporary Suspension~~Not ~~of Trading Under Registrant’s Employee Benefit Plans~~applicable.

~~Not applicable.~~Section 5 – Corporate Governance and Management

Item 5.~~05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code~~ 01

Changes in Control of ~~Ethics~~ Registrant.

Not applicable.

~~Section 6~~Item ~~- [Reserved]~~5.02

~~Not applicable.~~Departure of Directors or Principal Officers; Election of Directors; Appointment of

~~Section 7~~Principal ~~- Regulation FD~~Officers.

~~Item 7.01 Regulation FD~~Not ~~Disclosure~~applicable.

~~Not applicable~~Item 5.03

~~Section 8~~Amendments -to ~~Other~~Articles ~~Events~~of Incorporation or Bylaws: Change in Fiscal Year.

~~Item 8~~Not applicable.~~01 Other Events.~~

~~Not applicable~~Item 5.04

~~Section 9~~Temporary -Suspension ~~Financial~~of ~~Statements~~Trading ~~and~~Under ~~Exhibits~~Registrant’s Employee Benefit Plans.

~~Item 9.01 Financial Statements~~Not ~~and Exhibits~~applicable.

~~(a) Financial Statements~~Item ~~of Businesses Acquired~~5.05

~~Not applicable.~~Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code

~~(b) Pro Forma~~ of ~~Financial Information~~Ethics.

Not applicable.

~~(c) Exhibits~~Section 5.6 – Change in Shell Company Status

Not applicable.

3Section 6 – Asset-Backed Securities

~~SIGNATURE~~Item 6.01

~~Pursuant to~~ABS ~~the~~Informational ~~requirements~~and ofComputational ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized~~Material.

~~QUEST~~Not ~~OIL CORPORATION /s/ Cameron King_________________________ By: Cameron King Its: CEO and President~~applicable.

4Item 6.02

Change of Service or Trustee.

Not applicable.

Item 6.03

Change in Credit Enhancement of Other External Support.

Not applicable.

Item 6.04

Failure to Make a Required Distribution.

Not applicable.

Item 6.05

Securities Act Updating Disclosure.

Not applicable.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure.

Not applicable.

Section 8 – Other Events

Item 8.01

Other Events.

Not applicable.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

Not applicable.

(b)

Pro Forma Financial Information.

Not applicable.

(c)

Exhibits.


Number		Description

10.1		Joint Venture Participation Agreement Gaither Asset Management and Quest Oil Corporation dated February 6, 2006.

SIGNATURE

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, hereunto duly authorized.


		QUEST OIL CORPORATION
	/s/	Cameron King_________________________
	By:	Cameron King
	Its:	CEO and President

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