UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 12b-25
                                                              SEC FILE NUMBER
                         NOTIFICATION OF LATE FILING              0-31945

                                                               CUSIP NUMBER
                                                                 738864107

(Check One): [ ] Form 10-K   [ ] Form 11-K   [X] Form 10-Q   [ ] Form N-SAR

             For Period Ended:  March 31, 2002

             [ ] Transition Report on Form 10-K
             [ ] Transition Report on Form 20-F
             [ ] Transition Report on Form 11-K
             [ ] Transition Report on Form 10-Q
             [ ] Transition Report on Form N-SAR
             For the Transition Period Ended: __________________

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _______________________________

______________________________________________________________________________

PART I - REGISTRANT INFORMATION


Powder River Basin Gas Corp.
---------------------------------------------------------
Full Name of Registrant


P. O. Box 7500
---------------------------------------------------------
Address of Principal Executive Office (Street and Number)


Dallas, Texas  75209
---------------------------------------------------------
City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate)

[ ]  (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
          filed on or before the fifteenth calendar day following the
          prescribed due date; or the subject quarterly report of transition
          report on Form 10-Q, or portion thereof will be filed on or before
          the fifth calendar day following the prescribed due date; and

[ ] (c)  The accountant's statement or other exhibit required by Rule
         12b-25 has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

     Company has not been able to obtain the records necessary to prepare
     the Report from a former consultant due to an unrelated dispute


PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification.

         Gregory C. Smith                   (214)          507-8789
     ------------------------            -----------  ------------------
             (Name)                      (Area Code)  (Telephone Number)

(2)  Have all other periodic reports required under Section
     13 or 15(d) of the Securities Exchange Act of 1934 or
     Section 30 of the Investment Company Act of 1940
     during the preceding 12 months (or for such shorter)
     period that the Registrant was required to file such
     reports) been filed?  If answer is no, identify report(s). [X]Yes   [ ]No

(3)  Is it anticipated that any significant change in results
     of operations from the corresponding period for the last
     fiscal year will be reflected by the earnings statements
     to be included in the subject report or portion thereof?   [ ]Yes   [X]No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a
     reasonable estimate of the results cannot be made.

______________________________________________________________________________


                         Powder River Basin Gas Corp.
                 -------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.



Date: May 15, 2002           By: /s/ Gregory C. Smith
                                 ----------------------------------------
                                 Gregory C. Smith, President and Director