SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 2003
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POWDER RIVER BASIN GAS CORP
(Exact name of registrant as specified in its charter)
COLORADO 000-31945 84-1521645
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
#104, 3208-8TH Ave. N.E., Calgary, Alberta, Canada T2A 7V8
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 228-9222
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Item 1. Changes in Control of Registrant.
On December 17, 2003, Imperial Petroleum Inc. sold 24,855,000 shares of common
stock of Powder River Basin Gas Corp. for $175,000 or $.0072 per share to a
group of buyers lead by Renard Resources Inc. and its owner, Brian Fox. As a
result of the sale, Imperial ceased to be in control of the Company.
The Company is now controlled by Brian Fox and Renard Resources Inc. ( a Company
which is owned by Brian Fox.) The total number of shares owned by these parties
is 18,655,000 which represented immediately after closing 40.25% of the total
issued and outstanding shares of the Company. Shortly after Closing, the Company
purchased from Renard a producing oil and gas lease in Louisiana for 38,000,000
shares of common stock of the Company, having an independently determined value
of more than $3,800,000, net of $1,200,000 in related debt, which the Company
agreed to assume. The persons in control of the Company now own 56,655,000
shares which represents 67.14% of the issued and outstanding shares of the
Company.
Mr. Brian Fox was elected president and director of the Company and Mr. Jeffrey
T. Wilson of Imperial resigned as an officer and director. The purchase amount
was borrowed from Base Finance under a revolving line of credit extended to
Renard and personally guaranteed by Mr. Fox. Renard pledged 4,000,000 shares of
common stock as additional collateral for the revolving line of credit. There
are no agreements among the purchasers with respect to the election of directors
or any other voting or investment matter with respect to the Shares purchased.
In addition, Renard borrowed approximately $48,000. from Imperial used to
discharge indebtedness owed by the Company, and Renard pledged 1,000,000 shares
of its common stock as collateral for this loan.
Item 2. Acquisition or Disposition of Assets.
Shortly after the Closing the Company purchased from Renard a producing oil and
gas lease in Acadia Parish, LA for 38,000,000 shares of common stock of the
Company, having an independently determined value in excess of $3,800,000, net
of $1,200,000 in related debt, which the Company agreed to assume. The
indebtedness bears interest at the rate of 10% per anum and payments are being
made out of cash flow from the production of the lease. The indebtedness is
personally guaranteed by Brian Fox, president of the Company.
Item 7. Financial Statements and Exhibits
Registrant is currently preparing financial statements to reflect the impact of
the acquisition to the Company and such financial statements will be provided
and filed as soon as practical but in no event after 60 calendar days from the
date of this filing.
Signature
Pursuant to the requirements of the Securities 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 Corp.
By:____________________
Brian Fox
President
December 29, 2003