<SUBMISSION>
<ACCESSION-NUMBER>0001179350-04-000077
<TYPE>SC 14F1
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20041102
<DATE-OF-FILING-DATE-CHANGE>20041101
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>POWERBALL INTERNATIONAL INC
<CIK>0001048237
<ASSIGNED-SIC>2890
<IRS-NUMBER>841431425
<STATE-OF-INCORPORATION>UT
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14F1
<ACT>34
<FILE-NUMBER>005-80124
<FILM-NUMBER>041111254
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2095 WEST 2200 SOUTH
<STREET2>.
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84119
<PHONE>8019749120
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2095 WEST 2200 SOUTH
<STREET2>.
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84119
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NATEX CORP
<DATE-CHANGED>19991029
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NATEX CORP/UT
<DATE-CHANGED>19990409
</FORMER-COMPANY>
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<CONFORMED-NAME>POWERBALL INTERNATIONAL INC
<CIK>0001048237
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<STATE-OF-INCORPORATION>UT
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<BUSINESS-ADDRESS>
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<STREET2>.
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<STATE>UT
<ZIP>84119
<PHONE>8019749120
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2095 WEST 2200 SOUTH
<STREET2>.
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84119
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NATEX CORP
<DATE-CHANGED>19991029
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NATEX CORP/UT
<DATE-CHANGED>19990409
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 14F1
<SEQUENCE>1
<FILENAME>fsc14f1.txt
<DESCRIPTION>POWERBALL SCHEDULE 14F1
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                SCHEDULE 14f-1

         Information Statement Pursuant to Section 14(f) of the Securities
           Exchange Act of 1934 and Rule 14f-1 promulgated thereunder

                                October 29, 2004


                    Commission File Number   0-25873
                                             -------


                       POWERBALL INTERNATIONAL, INC.
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)


          Utah                                             84-1431425
-------------------------------                    --------------------------
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
 incorporation or organization)


                135 Waterford Circle, Rancho Mirage, CA 92270
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)


                                 (760) 202-3353
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>
<PAGE> 2

       Information Statement Pursuant to Section 14(F) of the Securities
           Exchange Act of 1934 and Rule 14f-1 promulgated thereunder

NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND
YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.

                         Purpose of Information

This Information Statement, which is being mailed on or about October 29, 2004
to the holders of shares of the common stock, par value $.001 per share of
Powerball International, Inc., a Utah corporation (the "Company"), is being
furnished in connection with a change in majority of the members of the board
of directors of the Company (the "Board").  The Board recently appointed
Dennis McLaughlin, Kit Chambers, and John Anderson, to fill the vacancies
created by the resignations of Robert Ipson, Phillip McStotts and Linda Ipson.
The resignations and appointments will be effective on the tenth day following
the filing of this Information Statement with the Securities and Exchange
Commission and the mailing of such Information Statement to all holders of
record of the Company's common stock who would be entitled to vote at a
meeting for election of directors at the close of business on October 28,
2004.

No action is required by the shareholders of the Company in connection with
changes to the board.  However, Rule 14f-1 promulgated pursuant to Section 14
of the Securities Exchange Act of 1934, as amended (the "Act"), requires that
ten days prior to a change in a majority of the board of directors pursuant to
an arrangement or understanding with the person or persons acquiring
securities in a transaction subject to Section 13(d) or 14(d) of the Act, that
certain information be disseminated to the shareholders.

Effective October 28, 2004, the Company entered into an acquisition and share
exchange agreement with TKM Oil & Gas, Inc., a Texas corporation ("TKM").  As
part of the agreement, the Company is to effect a 2 for 1 reverse split of its
common stock.  Following the reverse, the Company will acquire all of the
issued and outstanding shares of Theseus Resources, Inc. ("Theseus"), a wholly
owned subsidiary of TKM, in exchange for the issuance of 18,000,000 post-split
shares of the Company's restricted common stock. Theseus is a company with
current assets valued in excess of $10,000,000, consisting primarily of 100%
ownership of an oil and gas production company, BC&D Oil & Gas Corporation.

As a result of the share exchange, TKM will have equity ownership of
approximately 85% of the Company and the current shareholders of the Company
will have equity ownership of approximately 15%.

This transaction is resulting in a change of control of the Company and a
change of business focus from the development of hydrogen generating
technology to the production of oil and natural gas.  TKM will take control of
the Company's technology and assets and consider whether further development
and commercialization is desirable.

Neither the reverse split nor the share exchange require a vote of the
Company's shareholders.  The Company's board of directors has approved both
actions.  The exchange offer has been approved by TKM as the sole shareholder
of Theseus.

<PAGE>
<PAGE> 3

Securities Ownership of Principal Shareholders and Officers and Directors

The following table sets forth as of October 27, 2004 the name and address and
the number of shares of our Common Stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by us
to own beneficially, more than 5% of the 5,903,781 shares of our Common Stock
issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group.

Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title of Class    Name and Address            Number of Shares(1)  % of Class
--------------    ----------------            ----------------     ----------
Common Stock      Robert K. Ipson                   1,136,600 (2)      19.25
                  135 Waterford Circle
                  Rancho Mirage, CA 92270

Common Stock      Linda Lou Ipson                   1,136,600 (3)      19.25
                  135 Waterford Circle
                  Rancho Mirage, CA 92270

Common Stock      Shorland Hunsaker                   365,000           6.18
                  2751 East Rubidoux Road
                  Salt Lake City, UT  84093

Common Stock      Jed Checketts                       690,000          11.69
                  616 Amador Avenue
                  Ontario, CA 91764

Common Stock      Greg Foster                         715,000 (4)      11.89
                  27327 Bronco Drive
                  Canyon Country, CA 91387

Common Stock      Phillip L. McStotts                 345,000           5.84
                  1292 Sophia Circle
                  Murray, UT 84123

Securities Ownership of Management
----------------------------------
Common Stock      Robert K. Ipson, C.E.O., director        -See above-

Common Stock      Linda Lou Ipson, director                -See above-

Common Stock      Phillip L. McStotts                      -See above-
                  Secretary/Treasurer, director

Common Stock      Officers and Directors
                  As a Group (3 persons)             1,481,600         25.10
----------------------                               =========        ======
In the preceding table:
 (1) share numbers do not reflect the 2 for 1 reverse effective October 28,
2004.
 (2) Mr. Ipson's shares include 27,600 shares held in IRA accounts and shares
held by his spouse.  See note 2 below.
 (3) Linda L. Ipson is the spouse of Robert K. Ipson; shares held of record by
Linda Lou Ipson may be deemed to be beneficially owned by Robert K. Ipson, and
shares held of record by Robert Ipson may likewise be deemed to be
beneficially owned by Linda Lou Ipson. Ms. Ipson holds of record 105,500
shares.  See note 1 above.
 (4) Mr. Foster's numbers include warrants to acquire 110,000 shares
exercisable at $2.50 through February 18, 2005.

<PAGE>
<PAGE> 4

Current Officers and Directors of the Company
---------------------------------------------

  Name                  Age   Position                  Dates Served
  ----                  ---   --------                  ------------
  Robert K. Ipson       64    C.E.O., director          July 1997 to date
  Phillip L. McStotts   46    Secretary/Treasurer,      July 1997 to date
                                director
  Linda Ipson           57    Director                  May 2004 to date

Below is certain information on our current directors.

Robert K. Ipson.  Mr. Ipson is, and has been since 1973, president of M.S.J. &
Associates, Inc., a family-held company.  M.S.J. & Associates was the operator
of the Bonneville Raceway in Salt Lake City, Utah until 1986.  Since that date
it has managed its own investments.

Linda Ipson was appointed to the board in May 2004 to replace Matthew Fisher
who resigned.  Ms. Ipson is the spouse of Robert K. Ipson.  Ms. Ipson is the
vice-president of MSJ & Associates, Inc. and is active in the operation of its
investments.  During the period when MSJ & Associates operated the Bonneville
Raceway, Ms. Ipson was in the vice-president in charge of racing operations.

Phillip L. McStotts is a founder of ZEVEX International, Inc. (a publicly
traded company) and has served as ZEVEX' CFO, Secretary, and Treasurer, and as
a director since its inception.  He also serves as a director of ZEVEX' wholly
owned subsidiary, as CFO, Secretary and Treasurer of ZEVEX Inc.  Mr. McStotts
was a practicing CPA running his own professional corporation, Phillip L.
McStotts, CPA P.C., from 1986 to 1992.  Prior to starting his own firm, Mr.
McStotts was employed from 1985 to 1986 as an accountant with the Salt Lake
City firm of Chachas & Associates, where he was a tax manager.  He has also
worked in the tax departments of the regional accounting firms of Pearson, Del
Prete & Company, and Petersen, Sorensen & Brough.  Mr. McStotts received a
Bachelor of Science Degree in Accounting from Westminster College in May 1980,
and received a Master of Business Administration Degree in Taxation from
Golden Gate University in May 1982.

Below is certain information regarding the appointees who will become
directors of the Company.

Dennis McLaughlin is CEO and Co-Chairman of Ocean Resources, Inc. (a publicly
traded company) and has served as such since September, 2003.  He also serves
as CEO and Chairman of Blue Wireless and Data, Inc. (a publicly traded
company) since June of 2004.  Mr. McLaughlin founded MAC Partners, LP in
January 2002.  Prior to that he founded Aurion Technologies, LLC in 1998 and
served as CEO and was a Director through 2001.  He founded Aurora Natural Gas,
LLC in 1993 and served as CEO through 2001.  Prior to starting his own
companies, he worked as a Manager of Marketing & Transportation for Highland
Energy from 1991 to 1993, and before this worked as a gas marketing
representative for Clinton Natural Gas from 1990 to 1991.  Mr. McLaughlin
received a Bachelor of Economics degree from the University of Oklahoma in
1992.
<PAGE>
<PAGE> 5

Kit Chambers is Chief Operating Officer and Corporate Secretary for Ocean
Resources, Inc. (a publicly traded company) and has served this role since
October 2003.  He is currently Corporate Secretary and on the Board of
Directors for Blue Wireless & Data, Inc. (a publicly traded company).  Prior
to these activities he co-founded MAC Partners, LP, a technology merchant
bank, in January 2002.  From January 1999 to December 2001 he was employed by
Aurion Technologies, LLC as Vice President of Operations, then Vice President
of Sales Engineering.  From March 1994 to December 1998 Mr. Chambers was Vice
President of Software Development for Aurora Natural Gas, LP.  From January
1998 to February 2004 he worked as an independent consultant in the film/video
industry in Dallas, TX.  Mr. Chambers received a B.A. from the University of
Oklahoma in 1989.

John Anderson is President, CEO, and a Director of Key Gold, Corporation (a
publicly traded company) and has served as such since March 2004.  From March
of 2004 to September 2004, he was Co-President of PVR Ltd. (a private company)
and continues to serve as a Director on its Board.  From March 2003 to June
2004 Mr. Anderson was President and CEO of Wescorp Energy, Inc. (a publicly
traded company), and is currently on its Board of Directors.  Mr. Anderson is
also on the Board of Directors for Brett Resources, Corp. (a publicly traded
company).  Prior to these activities Mr. Anderson was employed by Bema Gold
Corporation in Vancouver as its Director of Investor Relations.  His tenure in
Bema lasted from November 1995 to March 1999.  He was a managing director for
Meters Capital, Inc. from January 1995 to November 1995.  In 1994 Mr. Anderson
founded Axiom Consulting Corp., a private company primarily involved with
raising capital for both private and public companies in North America,
Europe, and Asia, which is currently active.  Prior to founding Axiom, Mr.
Anderson was a leasing director for Manulife Real Estate in Vancouver from
November 1990 to December 1994, and was a sales manager, leasing
representative, and leasing manager for Manulife in Toronto from November 1988
to October 1990.  Mr. Anderson received a B.A. from the University of Western
Ontario, London in 1987, and an Urban Land Economics Diploma from the
University of British Columbia in 1993.

                         EXECUTIVE COMPENSATION

The following tables set forth certain summary information concerning the
compensation paid or accrued for each of our last three completed fiscal years
to our chief executive officer and each of our other executive officers that
received compensation in excess of $100,000 during such period (as determined
at December 31, 2003, the end of our last completed fiscal year):
<TABLE>
<CAPTION>
                                                         Long Term Compensation
                                                        ----------------------

                     Annual Compensation               Awards       Payouts
                                            Other      Restricted
Name and                                    Annual      Stock     Options  LTIP     All other
Principal Position Year  Salary   Bonus($) Compensation Awards   /SARs    Payout  Compensation
------------------ ----  ------   -------- ------------ ------   -------  ------  ------------
<S>              <C>     <C>     <C>      <C>          <C>      <C>      <C>     <C>
Robert K. Ipson     2003  $ -0-     -0-      46,000(1)    -0-      -0-      -0-       -0-
C.E.O.              2002  $ -0-     -0-     100,000(2)    -0-      -0-      -0-       -0-
                    2001  $ -0-     -0-     150,000(3)    -0-      -0-      -0-       -0-

(1)In 2003, Mr. Ipson was issued 100,000 shares of our common stock valued at $46,000.
(2)In 2002, Mr. Ipson was credited with the exercise price of $50,000 towards the exercise of
outstanding warrants for the purchase of 50,000 shares of our common stock, and $50,000 towards
the exercise price of options for the purchase of 50,000 shares of our common stock, all at $1.00
per share.
(3)In 2001, Mr. Ipson was issued 100,000 shares of our common stock valued at $150,000.
</TABLE>

<PAGE>
<PAGE> 6

2004 Executive Compensation
---------------------------
In September 2004, Mr. Ipson was issued 400,000 shares of our common stock
valued at $40,000 for his services as CEO.  Mr. Phillip McStotts was issued
200,000 shares of our common stock valued at $20,000 for his services as
secretary-treasurer.

Bonuses and Deferred Compensation
---------------------------------
None.

Employment Agreements
---------------------
None.

Compensation Pursuant to Plans
------------------------------
None.

Pension Table
-------------
Not Applicable.

Other Compensation
------------------
None.

Compensation of Directors
-------------------------
None.

Disclosure Regarding the Company's Equity Compensation Plans
------------------------------------------------------------
The Company has a 2000 Stock Option and Award Plan (the "2000 Plan")
authorized by the board and approved by shareholders in May 2000.  Options for
the purchase of a total of 150,000 shares of common stock were authorized
under the 2000 Plan.  The 2000 Plan has been filed with the SEC as an exhibit
to the Company's Definitive Information Statement dated April 25, 2000. All
stock options granted have expired.  The Company has a 2003 Stock Option and
Award Plan (the "2003 Plan") authorized by the board and not submitted to
shareholders.  Options for the purchase of a total of 350,000 shares were
authorized under the 2003 Plan. The 2003 Plan has been filed with the SEC as
an exhibit to the Company's Registration Statement on Form S-8 dated April 21,
2003. The board has granted stock options to a consultant under the 2003 Plan.
The following table summarizes information about equity awards that are
outstanding as of October 15, 2004.
<TABLE>
<CAPTION>
                         Number of Shares of                       Number of Shares of
                         Common stock to be       Weighted Avg        Common Stock
                         issued upon exercise    Exercise Price    Available for Future
                           Of Outstanding        Of Outstanding     Issuance (excluding
Plan Category                 Options*              Options         shares reflected in *)
-------------            --------------------    --------------    ----------------------
<S>                   <C>                     <C>               <C>
Equity compensation
Plans approved by
Security holders                      -                   -                125,000

Equity compensation
plans not approved by
security holders                 15,875               $2.00                334,125
</TABLE>

<PAGE>
<PAGE> 7

The above outstanding stock options are as follows:

- Under the 2003 Plan, 15,875 options were granted to an outside business
consultant in 2003 in connection with strategic planning consulting services,
with an exercise price of $2.00, vested immediately and exercisable until
December 31, 2006.

Warrants outstanding
--------------------
The Company issued a warrant to a former officer in connection with an
employment agreement for the purchase of 65,000 shares restricted common stock
at an exercise price of $4.50 per share exercisable until December 11, 2006.

The Company issued a warrant to a shareholder in connection with a private
placement for the purchase of 110,000 shares restricted common stock at an
exercise price of $2.50 per share exercisable until February 19,2005.

Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------
None.

Audit Committee
---------------
The Company has not yet established an audit committee.  The board of
directors acts as the audit committee.

Code of Ethics
--------------
The Company has not adopted a Code of Ethics for its executive officers and
employees but is in the process of examining and considering one.

              CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our officers or directors or any shareholders will receive any
consideration for the transaction described herein.  There are no persons
receiving finder's fees or other consideration in connection with the
transaction other than the shares being issued in the exchange.

                                 LEGAL MATTERS

None.

                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         POWERBALL INTERNATIONAL, INC.
                                         By order of the Board of Directors

                                         /S/ Robert K. Ipson
                                             Robert K. Ipson, CEO

Salt Lake City, Utah
October 29, 2004

</TEXT>
</DOCUMENT>
</SUBMISSION>
