PRELIMINARY INFORMATION STATEMENT


                                  SCHEDULE 14C
                                 (RULE 14C-101)

                INFORMATION REQUIRED IN INFORMATION STATEMENT

                            SCHEDULE 14C INFORMATION

               INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

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[X]  Preliminary Information Statement        [ ]  Confidential, for Use of the
                                                   Commission Only (as permitted
                                                   by Rule 14c-5(d)(2))
[ ]  Definitive Information Statement

                        POWDER RIVER BASIN GAS CORP.
-------------------------------------------------------------------------------
                 (Name of Registrant As Specified in Charter)

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                          POWDER RIVER BASIN GAS CORP.
                                  PO BOX 7500
                                   Dallas, TX
                                 (214) 526-5678

                               ----------------

To Our Stockholders:

     The purpose of this letter is to inform you that we intend to take the
following action by written consent of our stockholders:

          To  amend  our  Articles  of  Incorporation to increase our authorized
          shares  of  common  stock,  par value $.001, from 50,000,000 shares to
          200,000,000  shares  of  common  stock,  par  value,  $.001.


                      OUTSTANDING SHARES AND VOTING RIGHTS

     As of the Record Date, the Company's authorized capitalization consisted of
50,000,000 shares of common stock, $.001 par value per share (the "Common
Stock"), of which 30,387,833 shares were issued and outstanding as of the Record
Date. Holders of a majority of our outstanding common stock owning approximately
51% of the outstanding shares of our Common Stock (the "Majority
Stockholders"), have executed a written consent in favor of the actions
described above. This consent will satisfy the stockholder approval requirement
for the proposed action. Pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934, as amended, the proposals will not be adopted until a date at least
20 days after the date on which this Information Statement has been mailed to
the stockholders. The Company anticipates that the actions contemplated herein
will be effected on or about the close of business on March ____, 2003.

    The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.

     WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of the
Majority Stockholders satisfies any applicable stockholder voting requirement of
the Colorado Law and our Articles of Incorporation and By-Laws, we are not
asking for a proxy and you are not requested to send one.

     The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Amended Articles of Incorporation.
Please read the accompanying Information Statement carefully.

                                  By Order of the Board of Directors,


                                  /s/ Gregory C. Smith
                                  ----------------------------
                                  Gregory C. Smith
                                  Chairman and Chief Financial Officer

March  ______, 2003




                          POWDER RIVER BASIN GAS CORP.
                                  PO BOX 7500
                                   Dallas, TX
                                 (214) 526-5678


                              ---------------------
                              INFORMATION STATEMENT
                              ---------------------

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

     This Information Statement is being mailed on or about April 20, 2003 to
the stockholders of record of POWDER RIVER BASIN GAS CORP.  (the "Company") at
the close of business on March 31, 2003 (the "Record Date"). This Information
Statement
is being sent to you for information purposes only. No action is requested on
your part.

     This Information Statement is being furnished to our stockholders to inform
you of the adoption of resolutions by written consent by the holders of a
majority of the outstanding shares of our common stock, par value $.001. The
resolutions adopted by such holders of a majority of the outstanding Common
Stock (the "Majority Stockholders") give us the authority to take the following
actions (collectively, the "Stockholder Resolutions"):

          To  amend  our  Articles  of  Incorporation to increase our authorized
          shares  of  common  stock,  par value $.001, from 50,000,000 shares to
          200,000,000  shares  of  common  stock,  par  value,  $.001.

     The board of directors of the Company (the "Board of Directors") has
adopted resolutions authorizing the Company to amend its Articles of
Incorporation to increase its authorized shares of common stock, par value
$.001, from 50,000,000 shares  to 200,000,000 shares of common stock, par value,
$.001.

     The  Company  will  pay  all  costs associated with the distribution of the
Information  Statement,  including  the  costs  of  printing  and  mailing.




          PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
                   TO INCREASE THE NUMBER OF AUTHORIZED SHARES
                         OF COMMON STOCK OF THE COMPANY
                                 (ACTION NO. 1)

     The  Certificate  of  Incorporation of the Company currently authorizes the
Company  to  issue 50,000,000 shares of Common Stock and does not authorize the
issuance  of  shares of preferred stock. As of March 14, 2003, the Company had
issued  and  outstanding 30,387,833 shares  of  its  Common Stock, leaving the
Company  (in  the opinion of its Board of Directors) with an insufficient number
of  shares  of  Common Stock available for issuance necessary for the Company to
efficiently  continue  its  operations.  Accordingly, the Board of Directors has
adopted  and  the  stockholders  have  approved,  an  amendment to the Company's
Certificate  of  Incorporation  to increase the number of shares of Common Stock
the  Company  is  authorized  to  issue  from  50,000,000 shares to 200,000,000
shares.

     The  additional  shares  of Common Stock to be authorized for issuance upon
the  adoption  of such amendment would possess rights identical to the currently
authorized  Common  Stock.  The stockholders of Common Stock are entitled to one
vote  for  each  share  held  of  record  on  all  matters to be voted on by the
stockholders.  All  voting  is  on  a  non-cumulative basis. The stockholders of
Common stock do not have any preemptive rights, conversion rights, or applicable
redemption  or  sinking fund provisions. The amendment to authorize the issuance
of  additional  shares of Common Stock will not have any effect on the par value
of  the Common Stock. Nevertheless, the issuance of such additionally authorized
shares  of  Common  Stock  would  affect  the  voting  rights  of  the  current
stockholders  of the Company because there would be an increase in the number of
outstanding shares entitled to vote on corporate matters, including the election
of  directors,  if  and  when  any such shares of Common Stock are issued in the
future.

     If  the  Board  of  Directors  determines that an issuance of shares of the
Company's  Common  Stock  is in the best interest of the Company and the
Company's  stockholders,  the  issuance of additional shares could have the
effect  of  diluting  the  earnings  per  share  or  book value per share of the
outstanding  shares of Common Stock or the stock ownership or voting rights of a
stockholder.

     An  increase in the number of authorized shares of Common Stock will enable
the  Company  to  take  advantage  of  various  potential business opportunities
through the issuance of the Company's securities, including, without limitation,
issuing stock dividends to existing stockholders, providing equity incentives to
employees,  officers  or directors, establishing certain strategic relationships
with  other  companies  and  expanding  the  Company's  business through certain
acquisitions. The Company has no present plans or intentions to acquire any such
businesses.  An increase in the number of authorized shares of Common Stock will
enable  the Company to fulfill its obligation under the documents related to the
sale  of  its  convertible  debentures so that the Company may have a sufficient
number of shares authorized for issuance upon the conversion of such outstanding
debentures.


Potential  Anti-takeover  Effects  of  the  Amendment

     The  increase  in  the  number of authorized shares of Common Stock and the
subsequent issuance of all or a portion of those shares could have the effect of
delaying  or preventing a change of the Company's control without further action
by  the stockholders. Subject to applicable law and stock exchange requirements,
the Company could issue shares of authorized and unissued Common Stock in one or
more  transactions  that  would  make  a change of control of the Company  more
difficult  and  therefore  less  likely. Any issuance of additional
shares  could  have the effect of diluting the earnings per share and book value
per  share  of the outstanding shares of Common Stock or the stock ownership and
voting  rights of a person seeking to obtain control of the Company.

     The amendment to the Company's Certificate of Incorporation increasing the
Company's authorized shares of Common Stock to 200,000,000 shares will become
effective upon the filing of a certificate of amendment relating thereto with
the Secretary of State of the State of Nevada, which will occur on or about
April__, 2003. Under federal securities, laws, the Company cannot file the
certificate of amendment until at least 20 days after the mailing of this
Information Statement.



                             ADDITIONAL INFORMATION

     The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2001 and quarterly report on Form 10-QSB for the quarter ended
September 30, 2002 are being delivered to you with this Information Statement.
The Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to the Company's principal offices at POWDER RIVER
BASIN GAS CORP., Attention: Gregory C. Smith, PO BOX 7500, Dallas, TX or call
(214) 526-5678.




                          By  Order  of  the  Board  of  Directors,

                          /s/ Gregory C. Smith
                          ----------------------------
                              Gregory C. Smith

Dallas, Texas
March __, 2003





EXHIBIT A

          Certificate of Amendment of the Certificate of Incorporation
                                       of
                          Powder River Basin Gas Corp.

                             ______________________


     The  undersigned,  being  all of the directors of Powder River Basin Gas
Corp.  (the  "Corporation"),  a  Nevada  corporation,  hereby certifies:

FIRST:     The  name  of  the  Corporation  is Powder River Basin Gas Corp.

SECOND:     The  Corporation's    Certificate  of  Amendment  to its
Certificate of Incorporation was filed with the Department of State of Nevada on
November 14, 2000.

THIRD:     The  Certificate  of Incorporation is hereby amended  to increase the
aggregate  number  of  shares  of  stock  which  the  Corporation shall have the
authority  to  issue.

FOURTH:     To  accomplish  the  amendment  relating  to  the  increase  in  the
aggregate  number  of  shares  of  common  stock  which  the  Company shall have
authority  to  issue,  from  50,000,000  shares, par value $.001 per share, to
200,000,000  shares,  par  value  $.001, the text of Section 1 of
Article V  of  the  Certificate of Incorporation is hereby amended to read in
full  as  follows:

     "The total number of shares of all classes which the Corporation shall have
     authority  to  issue  is 210,000,000 of which 10,000,000 shall be Preferred
     Shares, $.001 par value per share and 2000,000,000 of which shall be Common
     Stock,  $.001  par  value  per  share,  and  the designations, preferences,
     limitations  and  relative  rights  of  the  shares  of  each  class are as
     follows:"


FIFTH:     This Certificate of Amendment to the Certificate of Incorporation was
authorized  by the members of the Board of Directors on March ___, 2003, and by
the  affirmative  vote  of  the  holders of a majority of all of the outstanding
shares  of  the  Common  Stock  of  the  Corporation  entitled  to  vote.


     IN WITNESS WHEREOF, the undersigned have executed this Certificate this __
day of February, 2003 and affirm that the statements contained herein are true
under  penalties  of  perjury.



                                  ----------------------------
                                  Gregory C. Smith