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 MARCH 31, 2006.
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 March 31, 2006, there were outstanding 116,414,807 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
March 31, 2006 (Unaudited) and December 31, 2005.............. 3
Consolidated Statements of Operations (Unaudited)
For the three months ended March 31, 2006 and 2005............ 4
Consolidated Statements of Cash Flows (Unaudited)
For the three months ended March 31, 2006 and 2005............ 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 FINANCIAL STATEMENTS
March 31, 2006 and December 31, 2005
POWDER RIVER BASIN GAS CORP
Consolidated Balance Sheets
ASSETS
-------
March 31, December 31,
2006 2005
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 164,288 $ 382,861
Accounts receivable 6,430,399 2,521,853
------------ ------------
Total Current Assets 6,594,687 2,904,714
PROPERTY AND EQUIPMENT (Net) 25,108 26,721
OIL AND GAS PROPERTIES USING
FULL COST ACCOUNTING
Properties not subject to amortization 3,943,964 3,535,724
Properties being amortized 1,700,429 1,367,251
Accumulated amortization (35,774) (25,241)
------------ ------------
Net Oil and Gas Properties 5,608,619 4,877,734
OTHER ASSETS
Deposits and other assets 145,500 15,500
------------ ------------
Total Other Assets 145,500 15,500
------------ ------------
TOTAL ASSETS $12,373,914 $ 7,824,669
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 53,887 $ 51,739
Accrued expenses 1,407 -
Income taxes payable 2,335,810 811,355
Note payable, related party 16,902 46,902
Notes payable 1,344,700 1,368,700
------------ ------------
Total Current Liabilities 3,752,706 2,278,696
------------ ------------
Total Liabilities 3,752,706 2,278,696
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, 200,000,000 shares authorized of
$0.001 par value, 116,414,807 and 115,314,807
shares issued and outstanding, respectively 116,414 115,314
Capital in excess of par value 7,793,294 7,678,394
Subscriptions receivable (259,333) (259,333)
Other comprehensive income 2,705 2,705
Accumulated earnings (deficit) 968,128 (1,991,107)
------------ ------------
Total Stockholders' Equity 8,621,208 5,545,973
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $12,373,914 $ 7,824,669
============ ============
The accompanying notes are an integral part of these financial statements.
POWDER RIVER BASIN GAS CORP
Consolidated Statements of Operations
(Unaudited)
For the
Three Months Ended
March 31,
--------------------------
2006 2005
------------ ------------
REVENUE
Oil and gas sales $ 239,280 $ 76,221
Property and working interest sales 5,800,000 1,875,000
------------ ------------
Total Revenue 6,039,280 1,951,221
EXPENSES
Depreciation, depletion and amortization 12,145 2,400
General and administrative 296,083 231,400
Commission on working interest sales 1,180,000 -
Value of warrants granted for marketing
and legal costs - 91,650
Lease operating costs 65,955 54,459
------------ ------------
Total Expenses 1,554,183 379,909
------------ ------------
NET OPERATING INCOME 4,485,097 1,571,312
------------ ------------
OTHER INCOME (EXPENSE)
Litigation settlement (Note 5) - (90,000)
Interest expense (1,407) (9,306)
------------ ------------
Total Other Income (Expense) (1,407) (99,306)
------------ ------------
NET INCOME BEFORE INCOME TAXES 4,483,690 1,472,006
INCOME TAXES (1,524,455) (530,400)
------------ ------------
NET INCOME $ 2,959,235 $ 941,606
============ ============
BASIC INCOME PER COMMON SHARE $ 0.03 $ 0.01
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 115,971,474 104,406,517
============ ============
The accompanying notes are an integral part of these financial statements.
POWDER RIVER BASIN GAS CORP
Consolidated Statements of Cash Flows
(Unaudited)
For the
Three Months Ended
March 31,
--------------------------
2006 2005
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,959,235 $ 941,606
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 12,145 2,400
Additional expense for granting of warrants - 91,650
Changes in operating assets and liabilities:
Increase in accounts receivable (3,908,546) (1,386,038)
Increase in deposits and other assets (130,000) (3,089)
Increase in taxes payable 1,524,455 530,400
Increase in accounts payable and accrued expenses 3,556 15,754
------------ ------------
Net Cash Provided by Operating Activities 460,845 192,683
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for oil and gas property development (741,418) (87,956)
Proceeds from sale of interest in leases - 200,000
------------ ------------
Net Cash Provided by (Used in) Investing Activities (741,418) 112,044
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable and long-term liabilities - 90,000
Payments on notes payable and long-term liabilities (54,000) (55,976)
Proceeds from issuance of common stock 116,000 -
------------ ------------
Net Cash Provided by Financing Activities 62,000 34,024
NET INCREASE (DECREASE) IN CASH (218,573) 338,751
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 382,861 168,539
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 164,288 $ 507,290
============ ============
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
Three Months Ended
March 31,
--------------------------
2006 2005
------------ ------------
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
The accompanying notes are an integral part of these financial statements
POWDER RIVER BASIN GAS CORP.
Notes to the Consolidated Financial Statements
March 31, 2006 and December 31, 2005
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,
2005. 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 three months ended March 31,
2006 and 2005 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2 - FULLY DILUTED INCOME PER SHARE
Following is a reconciliation of the fully diluted income per
share for the three months ended March 31, 2006 and 2005:
For the
Three Months Ended
March 31,
--------------------------
2006 2005
------------ ------------
Net income available to
common shareholders $ 2,959,235 $ 941,606
============ ============
Weighted average shares 115,971,474 104,406,517
Effect of dilutive securities 8,543,333 2,733,334
------------ ------------
124,514,807 107,139,851
============ ============
Basic income per share (based
on weighted average shares) $ 0.02 $ 0.01
============ ============
POWDER RIVER BASIN GAS CORP.
Notes to the Consolidated Financial Statements
March 31, 2006 and December 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 three months ended March 31, 2006
and 2005 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 March 31,
2006 and December 31, 2005, proved oil and gas reserves had been
identified on certain of the Company's oil and gas properties.
During the three months ended March 31, 2006 and 2005, the
Company recorded depletion of $10,533 and $1,600 on its producing
properties. All other wells are incomplete as of March 31, 2006
and December 31, 2005.
NOTE 4 - SIGNIFICANT TRANSACTIONS
During the three months ended March 31, 2006, the Company issued a
total of 1,100,000 shares of its common stock through the exercise
of common stock warrants at prices ranging from $0.10 to $0.16 per
share, for total proceeds of $116,000.
Also during the three months ended March 31, 2006, the Company sold
25% of a working interest in a producing property to an unrelated
party for a total of $5,900,000, less a commission of $1,180,000,
resulting in a gain on the sale totaling $5,800,000. The carrying
value of the 25% working interest at the date of the sale was
$100,000. Since the Company is in the business of buying and
selling working interests in producing oil and gas properties, the
gain of $5,800,000 has been included as revenue in the accompanying
statement of operations for the three months ended March 31, 2005.
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 in the business of acquiring the working interest in leases
of oil and gas leases with the intent of reselling a portion of the working
interests acquired. The Company reviews and evaluates the geological and
other technical data applicable lease in order to determine the likely
viability and possible profitability of commencing and completing multiple
well drilling programs on the properties covered by the leases. If
determined to be viable, the Company also engages third party contractors
to explore for, drill, re-work and further develop the properties in order
to maximize economically justified oil and gas production from those leases
in a cost effective manner.
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.
During 2005, the Company acquired the Monroe project containing
approximately 300 acres. The Company is working to activate the wells on
this project.
During 2005, the Company acquired the Kirby lease in Polk County, TX
containing one producer and on injection well. These wells were re-
completed and put in production in 2005.
During 2005, the Company acquired a 75% working interest in Lincoln County,
Oklahoma containing approximately 960 acres. The Company plans to rework
the wells on this project.
During 2005, the Company purchased a 75% working interest in the Weesatche
project in Goliad County, Texas. This is a drilling project which the
Company plans to drill in 2006 and contains approximately 2300 acres.
During 2005, the Company purchased a project in the San Juan Basin in New
Mexico. This is a re-work program as well as an offset drilling program
which is planned to commence in 2006.
11
At December 31, 2005, the Company held 80 to 100% working interest in the
following lease properties in Wyoming, all of which were purchased prior to
2003, for future development:
Lease WY County Net Acres Gross Acres
------- --------- --------- ---------
Cranston Crook 1,934 1,934
Franklin Crook 620 1,944
Griffith (1) Crook 320 640
Griffith (2) Crook 160 320
Griffith (3) Crook 440 600
Kanode Crook 920 1,000
Olds (D Road) Crook 200 640
Olds (Keyhole) Crook 120 480
Karmon Johnston 320 320
Noteboom Johnston 800 800
Legerski Sheridan 340 360
Robb Sheridan 1,486 2,520
Zullig Sheridan 256 320
The 2 wells were completed on the Zullig Lease in 2002 and tested again in
2004. Management of the Company has decided to seek to farm out further
development on these wells. As of December 31, 2005, the Company had no
material or significant production from any of these properties in WY.
At December 31, 2005, the Company owned working interests in producing oil
and gas leases:
Percent of
Working Interest
Lease WY County Net Acres Owned by the Co.
------- --------- --------- ---------------
Leonard Heirs Arcadia Parish, LA 960 75%
Osage Project Osage County, OK 960 25%
Springhill A Webster Parish, LA 154 75%
Springhill B Bossier Parish, LA 440 75%
Converse Converse County, WY 1,815 100%
Monroe Project Franklin Parish, TX 300 100%
Kirby Lease Polk County, TX 40 100%
Sparks Project Lincoln County, OK 960 75%
Weesatche Goliad County, TX 2,300 75%
San Juan San Juan, New Mexico 3,560 75%
During the three months ended March 31, 2006, the Company sold 25% of a
working interest in a producing property to an unrelated party for a total
of $5,900,000, less a commission of $1,180,000, resulting in net revenues
received of $5,800,000. The carrying value of the 25% working interest at
the date of the sale was $100,000. Since the Company is in the business of
buying and selling working interests in producing oil and gas properties,
the $5,800,000 has been included as revenue in the accompanying statement
of operations for the three months ended March 31, 2006.
12
Results of Operations
---------------------
Three Months Ended March 31, 2006 compared with 2005
----------------------------------------------------
Revenues: During the three months ended March 31, 2006, the Company
reported an increase in oil and gas sales compared to the three months
ended March 31, 2005 of approximately $163,000 or 214%. The Company also
reported revenues related to property and working interest sales of
$5,800,000 during the three months ended March 31, 2006. 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.
Expenses: During the three months ended March 31, 2006, the Company
reported a substantial increase in expenses of approximately $1,174,000
compared to the three months ended March 31, 2005, primarily due to the
increased commissions on working interest sales.
Liquidity and Capital Resources
-------------------------------
On March 31, 2006, the Company had $3,752,706 in current liabilities, which
includes notes payable due within the next twelve months of $1,361,602, and
taxes payable estimated at $2,335,810. 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.
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
13
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.
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 September 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 March 31, 2006.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2006, the Company issued a total of
1,100,000 shares of its common stock through the exercise of common stock
warrants at prices ranging from $0.10 to $0.16 per share, for total
proceeds of $116,000.
The shares issued in the foregoing transactions were issued in reliance on
the exemption from registration and prospectus delivery requirements of the
Act set forth in Section 3(b) and/or Section 4(2) of the Securities Act and
the regulations promulgated thereunder.
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: May 15, 2006 By: /s/ Brian Fox
---------------------------------------
Brian Fox, President and Chief
Financial Officer