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