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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-31945

For the quarter ended March 31, 2002

POWDER RIVER BASIN GAS CORP.

(Exact name of small business issuer as specified in its charter)

Colorado 84-1521645
(State of incorporation) (IRS Employer Identification #)

P.O. Box 7500

Dallas, Texas 75209

(214) 526-5678

(Address and telephone number of principal executive office)



Indicate by checkmark 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

As of March 31, 2002, 19,937,833 shares of common stock, $0.001 par value, were outstanding.

Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No

EXPLANATORY NOTE:

THIS 10-QSB/A IS BEING FILED FOR THE PURPOSE OF AMENDING AND RESTATING CERTAIN ITEMS TO REFLECT THE RESTATEMENT OF OUR CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE PERIOD ENDED MARCH 31, 2002. WE HAVE MADE NO FURTHER CHANGES TO THE PREVIOUSLY FILED FORM 10-QSB. ALL INFORMATION IN THIS FORM 10-QSB/A IS AS OF MARCH 31, 2002 AND DOES NOT REFLECT ANY SUBSEQUENT INFORMATION OR EVENTS OTHER THAN THE RESTATEMENT.

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS



Powder River Basin Gas Corp.
Consolidated Balance Sheets
As of March 31, 2002 and December 31, 2001
(unaudited)
March 31 December 31
ASSETS
CURRENT ASSETS
Cash $ 368 $ 2,323
Accounts receivable 75,000 -
Other current assets -
_____________ _____________
Total current assets 75,368 2,323
_____________ _____________
Oil and gas properties using full cost accounting (note 3)
Properties not subject to amortization 1,612,069 1,570,069
Accumulated amortization - -
Net oil and gas properties 1,612,069 1,570,069
_____________ _____________
Total assets $ 1,687,437 $ 1,572,392
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 205,082 $ 524,894
Related party payable 425,566 332,700
Current portion of long term debt 66,600 25,000
_____________ _____________
Total current liabilities 697,248 882,594
_____________ _____________
Total liabilities 697,248 882,594
_____________ _____________
STOCKHOLDERS' EQUITY
Common stock, par value $.001 per share; 50,000,000 shares authorized; 19,937,833 and 19,907,833 shares issued and 18,387,833 and 16,347,833 outstanding 19,937 19,907
Capital in excess of par value 3,714,897 2,459,687
Accumulated deficit (2,743,095) (1,786,236)
Treasury stock; 1,550,000 and 3,560,000 shares (1,550) (3,560)
_____________ _____________
Total stockholders' equity 990,189 689,798
_____________ _____________
Total liabilities and stockholders' equity $ 1,687,437 $ 1,572,392
=========== ===========

Powder River Basin Gas Corp.
Consolidated Statement of Operations (Unaudited)
For the Period Ended March 31, 2002
REVENUE
Oil and gas sales $ -
_____________
Total revenue -
_____________
EXPENSES
General and administrative 65,049
Lease operating costs 55,104
Legal and professional 828,387
Travel 7,816
_____________
Total expenses 956,356
_____________
NET OPERATING LOSS (956,356)
OTHER INCOME (EXPENSE)
Interest expense (503)
_____________
NET LOSS $ (956,859)
============
BASIC LOSS PER COMMON SHARE $ (0.05)
============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 19,926,500
============

Powder River Basin Gas Corp.
Consolidated Statement of Stockholders' Equity (Unaudited)
For the Period Ended March 31, 2002
Common Stock Capital in Excess of Par Value Retained Deficit Treasury Stock
Shares Amount Shares Amount
Balance at inception on June 13, 2001 - $ - $ - $ - - $ -
Common stock issued for organization costs; $0.001 per share 3,350,000 3,350 (3,350) - - -
Common stock issued for services; $0.001 per share 5,650,000 5,650 (5,650) - - -
Common stock returned due to non completion of services; $0.001 per share - - - - (5,040,000) (5,040)
Reverse acquisition adjustment 9,960,000 9,960 (9,960) - - -
Common stock issued for related party payable at $0.81 per share 100,000 100 89,900 - - -
Common stock issued for services at $0.81 per share - - 453,040 - 560,000 560
Common stock issued for cash at $1.10 per share 600,000 600 664,390 - - -
Common stock issued for services at $1.11 per share - - 1,023,730 - 920,000 920
Common stock issued for payable at $1.00 per share 247,833 247 247,587 - - -
Net loss for the year ended December 31, 2001 - - - (1,786,236) - -
__________ __________ __________ __________ __________ __________
Balance at December 31, 2001 19,907,833 19,907 2,459,687 (1,786,236) (3,560,000) (3,560)




Powder River Basin Gas Corp.
Consolidated Statement of Stockholders' Equity (Unaudited) (continued)
For the Period Ended March 31, 2002

Common Stock Capital in Excess of Par Value Retained Deficit Treasury Stock
Shares Amount Shares Amount
Balance at December 31, 2001 19,907,833 19,907 2,459,687 (1,786,236) (3,560,000) (3,560)
Common stock issued for payables; $0.61 per share - - 152,250 - 250,000 250
Common stock issued for services at $0.65 per share - - 407,420 - 630,000 630
Common stock issued for cash at $1.00 per share 30,000 30 29,970 - - -
Common stock issued for services at $0.59 per share - - 665,570 - 1,130,000 1,130
Net loss for the period ended March 31, 2002 - - - (956,859) - -
__________ __________ __________ __________ __________ __________
Balance at June 30, 2002 19,937,833 $ 19,937 $ 3,714,897 $ (2,743,095) (1,550,000) $ (1,550)
========= ========= ========= ========= ========= =========




Powder River Basin Gas Corp.
Consolidated Statement of Cash Flows (Unaudited)
For the Period Ended March 31, 2002
Cash flows from operating activities
Net income $ (956,859)
Adjustments to net income provided by operating activities:
Common stock issued for services rendered 1,074,750
Common stock issued for retirement of accounts payable 152,500
Changes in assets and liabilities:
Decrease (increase) in accounts receivable (75,000)
(Decrease) increase in accounts payable (319,812)
__________
Net cash used in operating activities (124,421)
__________
Cash flows from investing activities
Expenditures for oil and gas property development (42,000)
__________
Net cash used in investing activities (42,000)
__________
Cash flows from financing activities
Proceeds from notes payable and long-term liabilities 134,466
Proceeds from issuance of common stock 30,000
__________
Net cash provided by financing activities 164,466
__________
Net decrease in cash and cash equivalents (1,955)
Cash at beginning of period 2,323
__________
Cash at end of period $ 368
=========
Cash paid for:
Interest $ 503
Income taxes $ -
Non cash financing activities:
Common stock issued for payment of accounts payable pertaining to acquisition of oil and gas properties $ 152,500


Powder River Basin Gas Corp.
Notes to Consolidated Financial Statements
For the Quarter Ended March 31, 2002

See Accountants' Review Report

NOTE 1 - PREPARATION OF FINANCIAL STATEMENTS

This 10-QSB/A is being filed for the purpose of amending and restating certain items to reflect the restatement of our consolidated financial statements (unaudited) for the period ended March 31, 2002 and reclassification in our consolidated statement of operations (unaudited) for this period to reflect the issuance of treasury stock for services. We have made no further changes to the previously filed Form 10-QSB. All information in this Form 10-QSB/A is as of March 31, 2002 and does not reflect any subsequent information or events other than the restatement.

The unaudited consolidated financial statements of Powder River Basin Gas Corp. for the three months ended March 31, 2002, included herein have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-KSB/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year, 2001, as reported in the Form 10-KSB/A, have been omitted.

NOTE 2 - ORGANIZATION

The Company was incorporated under the laws of Colorado on August 27, 1999 as Celebrity Sports Network, Inc. The principal activities since inception have been organizational matters and obtaining financing. The Company was formed in an effort to broaden the scope of public appearances available to current and former professional athletes. The Company, however, changed their operations in 2001 through a reverse acquisition with Powder River Basin Gas Corp., an oil and gas company.

Power River Basin Gas Corp. (PRBG) was incorporated in Colorado on June 13, 2001. The Company is engaged in the business of assembling and managing a portfolio of undeveloped acreage in the Powder River basin coal bed methane (CBM) play in Sheridan County, Wyoming. This acreage is located in a proven geological setting and near operators such as Western Gas Resources, Barrett Resources, Phillips Petroleum, J.M. Huber and others. The Company has leasehold interests in 8,096.83 net acres. Two wells have been drilled on one lease and eleven additional wells have been spudded.



Powder River Basin Gas Corp.
Notes to Consolidated Financial Statements (continued)
For the Quarter Ended March 31, 2002

Pursuant to a reverse acquisition and reorganization agreement, PRBG was acquired by Celebrity Sports on September 5, 2001. At the time of the acquisition, the Company changed its name to Power River Basin Gas Corp. and issued 9 million shares of common stock for all the issued and outstanding stock of PRBG; thus, making PRBG a wholly-owned subsidiary of the Company. Because PRBG is the accounting acquirer in the reverse acquisition, all financial history in these financial statements are that of PRBG.

The Company issued 9 million shares of common stock for 9 million shares of PRBG, therefore, an adjustment to the shares outstanding was necessary to reflect the other shareholders of the Company at the time of acquisition. No goodwill was recorded in the acquisition and the purchase method of accounting was used to record the transaction.

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 quarter ended March 31, 2002 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, 2002, proved oil and gas reserves had been identified on one of the Company's oil and gas properties, however, no extraction has begun; therefore, no amortization has been recorded for the quarter ending March 31, 2002. All other wells are incomplete as of March 31, 2002.

NOTE 4 - COMMON STOCK

In January 2002, the Company issued 250,000 shares of treasury stock to satisfy debt associated with the acquisition of oil and gas leases at $0.61 per share.

In January 2002, the Company issued 630,000 shares of treasury stock for services at $0.65 per share.

In February 2002, the Company authorized the issuance of 30,000 shares of common stock for cash of $30,000 at $1.00 pursuant to a Reg. D 506 exempt offering.

In March 2002, the Company issued 1,130,000 shares of treasury stock for services at $0.59 per share.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

The Company is including the following cautionary statement to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. This quarterly report on form 10QSB/A contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements: the ability of the Company to respond to changes in the information system environment, competition, the availability of financing, and, if available, on terms and conditions acceptable to the Company, and the availability of personnel in the future.

PLAN OF OPERATION

The Company's business strategy for the next twelve months includes focused acquisitions and drilling operations which may be curtailed, delayed or canceled 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 plans on implementing its drilling plan and begin recognizing revenues during the fiscal year 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit on March 31, 2002 was $621,880, resulting primarily from the use of accounts payable to finance the acquisition of leasehold interests in the Powder River Basin. The Company has no established revenue sources and continues to rely on loans from shareholders, sales of equity and other financing to sustain operations as a going concern. There is currently no agreement from any officer or shareholder to continue to provide working capital in order to maintain operations. The Company, however, anticipates that it will be able to raise the necessary funds to commence drilling operations on its leasehold properties during 2002.

CURRENT LIABILITIES

On March 31, 2002, the Company had approximately $697,248 in current liabilities. Of this amount, approximately $205,082 is due to various entities for the purchase of leasehold interests in the Powder River Basin and related expenses incurred by the Company. $425,566 was due to Taghmen Ventures, Ltd. and Mr. Gregory C. Smith, President of the Company; Mr. Smith is also the General Partner for Taghmen Ventures Ltd. These amounts represent funds advanced to the Company by Taghmen Ventures, Ltd. and Mr. Smith for working capital purposes. $66,600 is due under a note payable to a sub-contractor of the Company in lieu of payment for services rendered.

NEED FOR ADDITIONAL FINANCING FOR GROWTH

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. Failure to obtain any required additional financing could materially adversely affect the growth, cash flow and earnings of the Company. 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 obligations will be dependent 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.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

NONE

ITEM 2: CHANGES IN SECURITIES

The Company effected the following transactions in reliance upon exemptions from registration under the Securities Act of 1933 as amended (the "Act") as provided in Section 4(2) thereof. Each certificate issued for unregistered securities contained a legend stating that the securities have not been registered under the Act and setting forth the restrictions on the transferability and the sale of the securities. No underwriter participated in, nor were any commissions or fees paid to any underwriter in connection with any of these transactions. None of the transactions involved a public offering. The Company believes that each person had knowledge and experience in financial and business matters which allowed them to evaluate the merits and risks of its securities; and that each person was knowledgeable about its operations and financial condition.

In January 2002, the Company issued 250,000 shares of treasury stock to satisfy debt associated with the acquisition of oil and gas leases at $0.61 per share.

In January 2002, the Company issued 630,000 shares of treasury stock for services at $0.65 per share.

In February 2002, the Company authorized the issuance of 30,000 shares of common stock for cash of $30,000 at $1.00 pursuant to a Reg. D 506 exempt offering.

In March 2002, the Company issued 1,130,000 shares of treasury stock for services at $0.59 per share.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5: OTHER INFORMATION

NONE

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.S. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports

Report on Form 8-K, as amended, Celebrity Sports Network, Inc., filed January 24, 2002; Change in Registrant's Certifying Accountant

Signatures

Pursuant to the requirements of Section 13 or 15(d) the Securities and Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Powder River Basin Gas Corporation
Registrant
By: \s\ Jeffrey T. Wilson, Chief Executive Officer
Jeffrey T. Wilson, Chief Executive Officer
Date: May 20, 2003


I, Jeffrey T. Wilson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of Powder River Basin Gas Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

/s/ Jeffrey T. Wilson

Jeffrey T. Wilson

Chief Executive Officer