1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER 000-31945
POWDER RIVER BASIN GAS CORP.
(Exact name of registrant as specified in its charter)
COLORADO 84-1521645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
104, 3208 8TH Ave NE
Calgary, AB T2A 7V8
(Address of principal executive offices)
Issuer's telephone number: (403) 263-5010
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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
At June 30, 2005, there were outstanding 106,050,961 shares of the
Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes [X] No [ ]
2
PART I
FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS
(UNAUDITED)
TABLE OF CONTENTS
Page
----
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2005 (Unaudited) and December 31, 2004. . . . . . . . . . . . . 3
Consolidated Statements of Operations (Unaudited)
For the three months and six months
Ended June 30, 2005 and 2004 . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows (Unaudited)
For the six months ended June 30, 2005 and 2004. . . . . . . . . . . . . 5
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . 10
Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . 13
Part II Other Information
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 14
Item 3. Defaults by the Company on its
Senior Securities. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 4. Submission of Matter to a Vote
Of Security Holders. . . . . . . . . . . . . . . . . . . . . . . 14
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
POWDER RIVER BASIN GAS CORP
Consolidated Balance Sheets
ASSETS
June 30, December 31,
2005 2004
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 245,130 $ 168,539
Accounts receivable 2,086,373 1,081,719
------------ ------------
Total Current Assets 2,331,503 1,250,258
------------ ------------
PROPERTY AND EQUIPMENT (Net) 30,933 12,896
------------ ------------
OIL AND GAS PROPERTIES USING
FULL COST ACCOUNTING
Properties not subject to amortization 2,499,044 1,669,114
Properties being amortized 1,063,674 1,063,674
Accumulated amortization (8,830) (5,630)
------------ ------------
Net Oil and Gas Properties 3,553,888 2,727,158
------------ ------------
OTHER ASSETS
Deposits and other assets 349,589 15,500
------------ ------------
Total Other Assets 349,589 15,500
------------ ------------
TOTAL ASSETS $ 6,265,913 $ 4,005,812
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 78,471 $ 23,094
Accrued expenses 8,490 -
Income taxes payable 530,400 -
Note payable, related party 60,250 137,226
Notes payable 866,700 354,700
------------ ------------
Total Current Liabilities 1,544,311 515,020
------------ ------------
Total Liabilities 1,544,311 515,020
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, 200,000,000 shares authorized
of $0.001 par value, 106,050,961 and
104,050,961 shares issued and outstanding,
respectively 106,050 104,050
Capital in excess of par value 6,405,129 6,115,479
Other comprehensive income 2,705 2,705
Accumulated deficit (1,792,282) (2,731,442)
------------ ------------
Total Stockholders' Equity 4,721,602 3,490,792
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,265,913 $ 4,005,812
============ ============
The accompanying notes are an integral part of these financial statements.
POWDER RIVER BASIN GAS CORP
Consolidated Statements of Operations
(Unaudited)
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
------------ ------------ ------------ ------------
REVENUE
Oil and gas sales 312,239 49,766 388,460 88,829
Property and working
interest sales - - 1,875,000 -
------------ ------------ ------------ ------------
Total Revenue 312,239 49,766 2,263,460 88,829
------------ ------------ ------------ ------------
EXPENSES
Depreciation, depletion and
amortization 2,802 (11,157) 5,202 6,993
General and administrative 254,750 16,732 486,150 33,534
Value of warrants granted
for marketing and legal
costs - - 91,650 -
Lease operating costs 57,766 10,933 112,225 17,153
------------ ------------ ------------ ------------
Total Expenses 315,318 16,508 695,227 57,680
------------ ------------ ------------ ------------
NET OPERATING INCOME (LOSS) (3,079) 33,258 1,568,233 31,149
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Litigation settlement (Note 5) - - (90,000) -
Gain on sale of assets 2,841 - 2,841 -
Interest expense (2,208) (12,000) (11,514) (24,810)
------------ ------------ ------------ ------------
Total Other Income (Expense) 633 (12,000) (98,673) (24,810)
------------ ------------ ------------ ------------
NET INCOME (LOSS) BEFORE
INCOME TAXES (2,446) 21,258 1,469,560 6,339
INCOME TAXES - - (530,400) -
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (2,446) $ 21,258 $ 939,160 $ 6,339
============ ============ ============ ============
BASIC INCOME (LOSS) PER
COMMON SHARE $ (0.00) $ 0.00 $ 0.01 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 106,050,961 86,108,261 105,233,281 86,968,475
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
POWDER RIVER BASIN GAS CORP
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
2005 2004
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 939,160 $ 6,339
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 5,202 6,993
Gain on sale of assets (2,841) -
Additional expense for granting of warrants 91,650 -
Changes in operating assets and liabilities:
Increase in accounts receivable (1,004,654) (49,766)
Increase in deposits and other assets (309,089) (12,100)
Increase in taxes payable 530,400 -
Increase in accounts payable and accrued expenses 63,867 18,343
------------ ------------
Net Cash Provided by (Used in) Operating Activities 313,695 (30,191)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for oil and gas property development (289,930) (80,672)
Expenditures for property and equipment (17,198) -
Proceeds from sale of interest in leases 200,000 -
------------ ------------
Net Cash Used in Investing Activities (107,128) (80,672)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable and long-term liabilities 90,000 140,000
Payments on notes payable and long-term liabilities (219,976) -
Proceeds from issuance of common stock - -
------------ ------------
Net Cash Provided by (Used in) Financing Activities (129,976) 140,000
------------ ------------
NET INCREASE IN CASH 76,591 29,137
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 168,539 -
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 245,130 $ 29,137
============ ============
The accompanying notes are an integral part of these financial statements.
POWDER RIVER BASIN GAS CORP
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Six Months Ended
June 30,
2005 2004
------------ ------------
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 5,252 $ -
Income taxes $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for acquired oil and
gas properties $ 200,000 $ -
Oil and gas properties acquired through the
issuance of debt $ 565,000 $ -
Common stock issued for retirement of payables $ - $ 130,000
The accompanying notes are an integral part of these financial statements.
POWDER RIVER BASIN GAS CORP.
Notes to the Consolidated Financial Statements
June 30, 2005 and December 31, 2004
NOTE 1 -BASIS OF PRESENTATION
The financial information included herein is unaudited and has been
prepared consistent with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B. Accordingly, these
financial statements do not include all information and footnotes
required by generally accepted accounting principles for complete
financial statements. These statements should be read in
conjunction with the audited financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2004. In the opinion of management, these
financial statements contain all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the
interim period presented.
The results of operations for the six months ended June 30, 2005
are not necessarily indicative of the results to be expected for
the full year.
NOTE 2 -DILUTED INCOME (LOSS) PER SHARE
Following is a reconciliation of the diluted income (loss) per
share for the three months and six months ended June 30, 2005 and
2004:
For the
Three Months Ended
June 30,
--------------------------
2005 2004
------------ ------------
Net income (loss) available to
common shareholders $ (2,446) $ 21,258
============ ============
Weighted average shares 106,050,961 86,108,261
Effect of dilutive securities - -
------------ ------------
106,050,961 86,108,261
============ ============
Basic income (loss) per share (based
on weighted average
shares) $ (0.00) $ 0.00
============ ============
Weighted average shares issuable upon the exercise of stock
warrants (4,100,000 warrants) were not included in the foregoing
calculation for the three months ended June 30, 2005 because they
are antidilutive.
POWDER RIVER BASIN GAS CORP.
Notes to the Consolidated Financial Statements
June 30, 2005 and December 31, 2004
NOTE 2 - DILUTED INCOME (LOSS) PER SHARE
For the
Six Months Ended
June 30,
--------------------------
2005 2004
------------ ------------
Net income available to
common shareholders $ 939,160 $ 6,339
============ ============
Weighted average shares 105,233,281 86,968,475
Effect of dilutive securities 3,416,665 -
------------ ------------
108,649,946 86,968,475
============ ============
Diluted income (loss) per share (based
on weighted average shares) $ 0.01 $ 0.00
============ ============
The diluted income per share for the six months ended June 30, 2005
includes common stock equivalents, consisting of 4,100,000
warrants, which were granted on January 31, 2005.
NOTE 3 - OIL AND GAS PROPERTIES
The full cost method is used in accounting for oil and gas
properties. Accordingly, all costs associated with acquisition,
exploration, and development of oil and gas reserves, including
directly related overhead costs, are capitalized. In addition,
depreciation on property and equipment used in oil and gas
exploration and interest costs incurred with respect to financing
oil and gas acquisition, exploration and development activities are
capitalized in accordance with full cost accounting. Capitalized
interest for the six months ended June 30, 2005 and 2004 was $0.
All capitalized costs of proved oil and gas properties subject to
amortization are being amortized on the unit-of-production method
using estimates of proved reserves. Investments in unproved
properties and major development projects not subject to
amortization are not amortized until proved reserves associated
with the projects can be determined or until impairment occurs. If
the results of an assessment indicate that the properties are
impaired, the amount of the impairment is added to the capitalized
costs to be amortized. As of June 30, 2005 and December 31, 2004,
proved oil and gas reserves had been identified on certain of the
Company's oil and gas properties. During the six months ended June
30, 2005 and 2004, the Company recorded depletion of $3,200 and
$6,993 on its producing properties. All other wells are incomplete
as of June 30, 2005 and December 31, 2004.
POWDER RIVER BASIN GAS CORP.
Notes to the Consolidated Financial Statements
June 30, 2005 and December 31, 2004
NOTE 4 - SIGNIFICANT TRANSACTIONS
During the six months ended June 30, 2005, the Company purchased a
75% working interest in a producing property for a total of
$800,000. For the purchase price of $800,000, the Company paid
$30,000 in cash, signed a promissory note for $570,000 payable by
December 31, 2005 bearing no interest, and issued a total of
2,000,000 shares of common stock valued at $0.10 per share (or
$200,000). The shares issued were valued at the market price of
the common stock on the date that the agreement was entered into.
On March 1, 2005, the Company sold 25% of the acquired working
interest in the producing property as described above, to an
unrelated party for a total of $2,500,000, less a commission of
$425,000, resulting in a gain on the sale of $1,875,000.
Also during the six months ended June 30, 2005, the Company granted
a total of 4,100,000 warrants to purchase common stock as follows:
Dates
Warrants Exercise Price of Expiration
------------- -------------- ----------------
1,000,000 $ 0.12 January 31, 2006
1,000,000 $ 0.18 January 31, 2007
1,000,000 $ 0.16 January 31, 2006
1,000,000 $ 0.24 January 31, 2007
100,000 $ 0.16 March 31, 2006
The Company estimates the fair value of each stock award at the
grant date by using the Black-Scholes option pricing model pursuant
to FASB Statement 123, "Accounting for Stock-Based Compensation".
Under the provisions of SFAS 123, additional expense of $91,650 was
recorded for the six months ended June 30, 2005 under the Black-
Scholes option pricing model for these warrants, which was
calculated based upon the following assumptions:
Risk free interest rate 2.89% - 3.25%
Expected life 1 to 2 years
Expected volatility 89.19%
Dividend yield 0.00%
NOTE 5 -LITIGATION SETTLEMENT
During the six months ended June 30, 2005, the Company entered into
a settlement agreement in connection with a lawsuit against the
Company's predecessor company for alleged services rendered,
totaling $90,000. Terms of the settlement include payment of
$5,000 per month, non-interest bearing, until paid.
10
ITEM 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cautionary Statement Regarding Forward-looking Statements
___________________________________________________________________________
This report may contain "forward-looking" statements. Examples of
forward-looking statements include, but are not limited to: (a) projections
of revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and
objectives of our management or Board of Directors; (c) statements of our
future economic performance; (d) statements of assumptions underlying other
statements and statements about us and our business relating to the future;
and (e) any statements using the words "anticipate," "expect," "may,"
"project," "intend" or similar expressions.
Plan of Operation
_________________
The Company is an oil and gas exploration company that is engaged in the
evaluation and development of coalbed methane (CBM) reserves as well as
shallow oil reserves within the Powder River Basin in the State of Wyoming.
The Company's focus has been in obtaining leasehold interests in acreage
within the Powder River Basin, currently a most prolific coalbed methane
gas exploration play in the domestic United States. Its attributes include
low cost, shallow depth drilling and completion; a proven play with major
operators and an existing and expanding infrastructure; greater and longer
production yields when comparing cost/benefit analyses to other basins and,
a very low exploration risk.
As of December 31, 2004, the Company owns a total of 11,878 acres in
thirteen different leases within Converse, Crook, Johnson, and Sheridan
counties. The Company has a 100 percent working interest in most of their
leases to date. The Company's leases are adjacent to larger CBM developers
and operators such as Western Gas Resources, Williams Companies, Phillips
Petroleum, J.M. Huber and others. This close proximity to other operators
allows the Company to benefit from the established infrastructure of
gathering systems, pipelines, electricity sources, roads, etc.
As of June 30, 2005, the Company has drilled and completed two CBM wells in
their Zullig Lease, located just west of Clearmont, Wyoming in Sheridan
County. The company expects to produce 300 Mcf per day from these wells,
which will extend yields and maintain production consistency. In addition,
the Company drilled eleven other wells on the lease to a minimal depth of
ten percent of their total depth in order to meet certain state
requirements in reducing the well spacing from eighty acres to forty acres.
The Company has also completed a purchase of 960 acres in Arcadia Parish,
Louisiana.
During 2004, the Company also purchased a 25% working interest in a 9 well
re-work program in Oklahoma. Five wells have been re-worked and were put
in production during 2004 with the remaining four to be completed in 2005.
The Company also purchased a 22 well re-work program in Louisiana in
November of 2004 and well re-work was started immediately with all wells to
be in production in 2005.
11
During the six months ended June 30, 2005, the Company purchased a 75%
working interest in a producing property, and then subsequently sold 25% of
this acquired working interest to an unrelated party.
The Company's business strategy for the next twelve months includes focused
acquisitions and drilling operations which may be curtailed, delayed or
cancelled as a result of a variety of factors, including unexpected
drilling conditions, pressure or irregularities in formations, equipment
failures or accidents, weather conditions and shortages or delays in
equipment delivery. The Company has drilled two gas wells that will
produce commercially viable gas resources once the appropriate
infrastructure (i.e., pipeline) is in place. The Company also plans to
continue to increase production on its Louisiana and Oklahoma projects.
Results of Operations
_____________________
Three Months and Six Months Ended June 30, 2005 compared with 2004
__________________________________________________________________
Revenues: During the three months ended June 30, 2005, the Company
reported an increase in oil and gas sales compared to the three months
ended June 30, 2004 of approximately $262,000 or 527%. During the six
months ended June 30, 2005, the Company reported an increase in oil and gas
sales compared to the six months ended June 30, 2004 of approximately
$300,000 or 337%. The Company also reported revenues related to property
and working interest sales of $1,875,000 during the six months ended June
30, 2005. The Company expects to continue to sell property and working
interests in its properties in the future as the properties are developed
and additional properties are acquired. The Company is currently working
to raise development capital to increase production and anticipates it will
be successful in raising the funds necessary to complete work in progress.
Expenses: During the three months and six months ended June 30, 2005, the
Company reported a substantial increase in expenses of approximately
$299,000 and $637,000, respectively, compared to the three months and six
months ended June 30, 2004, primarily due to the increased production and
lease operating costs, additional travel, and administrative expenses. The
Company also reported an expense of $91,650 for the six months ended June
30, 2005 as a result of certain common stock warrants granted during the
period for marketing and legal services rendered.
Liquidity and Capital Resources
_______________________________
On June 30, 2005, the Company had $1,544,311 in current liabilities, which
includes notes payable due within the next twelve months of $926,950, and
taxes payable totaling $530,400. The current accounts payable include
payments to auditors, accounting and legal as well as start up costs. The
accrued expenses include accumulated interest on the outstanding notes owed
by the Company.
12
The growth of the Company's business will require substantial capital on a
continuing basis, and there is no assurance that any such required
additional capital will be available on satisfactory terms and conditions,
if at all. The Company may pursue, from time to time, opportunities to
acquire oil and natural gas properties and businesses that may utilize the
capital currently expected to be available for its present operations. The
amount and timing of the Company's future capital requirements, if any, may
depend upon a number of factors, including drilling, transportation, and
equipment costs, marketing expenses, staffing levels, competitive
conditions, and purchases or dispositions of assets, many of which are not
in the Company's control. In addition, the Company's pursuit of additional
capital could result in the incurrence of additional debt or potentially
dilutive issuances of equity securities.
The Company's ability to meet any future debt service will be dependant
upon the Company's future performance, which will be subject to oil and
natural gas prices, the Company's level of production, general economic
conditions and financial, business and other factors affecting the
operations of the Company, many of which are beyond its control. There can
be no assurance that the Company's future performance will not be adversely
affected by such changes in oil and natural gas prices and / or production
nor by such economic conditions and / or financial, business and other
factors. In addition, there can be no assurance that the Company's
business will generate sufficient cash flow from operations or that future
bank credit will be available in an amount to enable the Company to service
its indebtedness or make necessary expenditures. In such event, the
Company would be required to obtain such financing from the sale of equity
securities or other debt financing. There can be no assurance that any
such financing will be available on terms acceptable to the Company. Should
sufficient capital not be available, the Company may not be able to
continue to implement its business strategy.
Impact of Inflation
___________________
At this time, we do not anticipate that inflation will have a material
impact on our current or future operations.
Critical Accounting Policies and Estimates
__________________________________________
Except with regard to the estimated future cash flows of the capitalized
oil and gas properties, the Company does not employ any critical accounting
policies or estimates that are either selected from among available
alternatives or require the exercise of significant management judgment to
apply or that if changed are likely to materially affect future periods.
Management reviews the carrying value of the capitalized oil and gas
properties annually for evidence of impairment and considers, based on its
current marketing activities, plans and expectations, and the perceived
effects of competitive factors, whether any write-downs should be taken or
whether the estimated reserves should be changed.
13
Recent Accounting Pronouncements
________________________________
In December, 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R
requires that compensation cost related to share-based employee
compensation transactions be recognized in the financial statements.
Share-based employee compensation transactions within the scope of SFAS
123R include stock options, restricted stock plans, performance-based
awards, stock appreciation rights and employee share purchase plans. The
provisions of SFAS 123R are effective as of the first interim period that
begins after December 15, 2005.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions. The amendments made by SFAS 153 are based on the principle
that exchanges of nonmonetary assets should be measured based on the fair
value of the assets exchanged. Further, the amendments eliminate the narrow
exception in APB Opinion No. 29 for nonmonetary exchanges of similar
productive assets and replace it with a broader exception for exchanges of
nonmonetary assets that do not have commercial substance. The Statement is
effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. We do not expect to enter into any
transactions that would be affected by adopting SFAS 153.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS No.
154 replaces APB Opinion No. 20, Accounting Changes and SFAS No 3,
Reporting Accounting Changes in Interim Financial Statements and changes
the requirement for the accounting for and reporting of a change in
accounting principles. SFAS No. 154 applies to all voluntary changes in
accounting principles. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement
does not include specific transition provisions. When a pronouncement
includes specific transition provisions, those provisions should be
followed. The provisions of SFAS No. 154 will be effective for accounting
changes made in fiscal year beginning after December 15, 2005. We do not
expect that the adoption of SFAS No. 154 will have a material impact on the
Company's financial condition or operations in future years.
ITEM 3.
CONTROLS AND PROCEDURES
Our principal executive and principal financial officer has participated
with management in the evaluation of effectiveness of the controls and
procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under
the Exchange Act as of the end of the period covered by this report. Based
on that evaluation, our principal executive and principal financial officer
believes that our disclosure controls and procedures (as defined in Rule
13a-15(e) or Rule 15d-15(e) under the Exchange Act) are effective as of the
end of the period covered by the report. There have been no changes in our
internal controls that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial reporting during
the period covered by this report.
14
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not subject to any legal proceedings at June 30, 2005.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
Exhibit 31.1 - Certification of principal executive officer and
principal financial officer as adopted pursuant to Section 302 of the
Sarbanes_Oxley Act Of 2002
Exhibit 32.1 - Certification of principal executive officer and
principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes_Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Powder River Basin Gas Corp.
Date: August 15, 2005 By: /s/ Brian Fox
Brian Fox, President and Chief
Financial Officer