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United States

Securities and Exchange Commission

Washington D.C. 20549

Form 10-Q


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


For the quarterly period ended June 30, 2012


Or


[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from ______________ to ___________.


Commission file number 000-54257


POWDER RIVER COAL CORP.

(Name of small business issuer in its charter)


Florida

(State or other jurisdiction of incorporation or organization)


27-3079741

(I.R.S. Employer Identification No.)


123 W. 1st Street, Suite 675, Casper, Wyoming 82601

(Address of principal executive offices and Zip Code)


Registrant’s telephone number, including area code:  (307) 459-0571


Indicate by check mark whether the registrant (1) 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. (X) Yes   (_) No


Indicate by check mark whether the resistant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (_) Yes   (X) No


Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company,  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer (_)  Accelerated filer (_)   Non-accelerated filer (_)   Smaller reporting company (X)

(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (_) No (X).


At July 30, 2012, the number of shares of the issuer’s common stock, par value $0.0000001 per share, outstanding was 123,220,000.





POWDER RIVER COAL CORP.

(f/k/a Titan Holding Group, Inc.,)

(A Development Stage Entity)

QUARTERLY REPORT ON FORM 10-Q

Quarter Ended June 30, 2012


TABLE OF CONTENTS


 

Page

PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements

4

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

22

Item 4.  Controls and Procedures

22

 

 

PART II – OTHER INFORMATION

 

Item 1.  Legal Proceedings

22

Item 1A.  Risk Factors

22

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

23

Item 3.  Defaults Upon Senior Securities

23

Item 4.  (Removed and Reserved)

23

Item 5.  Other Information

23

Item 6.  Exhibits

23

 

 

Signatures

24




2



Part I – FINANCIAL INFORMATION


Item 1.  Financial Statements



POWDER RIVER COAL CORP.

(f/k/a Titan Holding Group, Inc.,)

(An Exploration Stage Company)

INDEX TO FINANCIAL STATEMENTS


 

Page

 

 

Balance Sheet at June 30, 2012 and December 31, 2011 (Unaudited)

4

 

 

Statements of Operations for the three and six months ended June 30, 2012 and 2011

(Unaudited) and the period July 5, 2011 (date of exploration stage) through June 30, 2012 (Unaudited)


5

 

 

Statements of Changes in Shareholders’ Deficit for the period July 5, 2011 (date of exploration stage)

through June 30, 2012 (Unaudited)


6

 

 

Statements of Cash Flows for the period ended June 30, 2012 and 2011 (unaudited) and

the period July 5, 2011 (date of exploration stage) through June 30, 2012 (Unaudited)


7

 

 

Notes to Financial Statements

8



3




Powder River Coal Corp.

(f/k/a Titan Holding Group, Inc.,)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

June 30, 2012

 

 

December 31, 2011

 ASSETS

 

 

 

 

 

 

 CURRENT ASSETS

 

 

 

 

 

 

   Cash

 

$

51,034 

 

$

11,096 

   Receivable other

 

 

10,000 

 

 

   Prepaid expenses

 

 

4,726 

 

 

30,000 

 

 

 

 

 

 

 

     Total Current Assets

 

 

65,760 

 

 

41,096 

 

 

 

 

 

 

 

 MINERAL PROPERTIES

 

 

 

 

 

 

   Mineral properties

 

 

60,000 

 

 

60,000 

   Depletion, depreciation and amortization

 

 

 

 

 

   Mineral Properties, net   

 

 

60,000 

 

 

60,000 

 

 

 

 

 

 

 

          Total Assets

 

$

125,760 

 

$

101,096 

 

 

 

 

 

 

 

 LIABILITIES AND DEFICIT

 

 

 

 

 

 

 CURRENT LIABILITIES:

 

 

 

 

 

 

   Accounts payable and accruals

 

$

44,412 

 

$

25,031 

   Royalties payable

 

 

60,000 

 

 

60,000 

   Advances from other stockholders

 

 

7,203 

 

 

7,203 

   Current portion of long-term liabilities

 

 

20,000 

 

 

20,000 

 

 

 

 

 

 

 

          Total Current Liabilities

 

 

131,615 

 

 

112,234 

 

 

 

 

 

 

 

LONG TERM LIABILITIES:

 

 

 

 

 

 

  Long term liabilities

 

 

10,000 

 

 

20,000 

 

 

 

 

 

 

 

          Total Liabilities

 

 

141,615 

 

 

132,234 

 

 

 

 

 

 

 

 POWDER RIVER COAL CORP. STOCKHOLDERS’ DEFICIT:

 

 

 

 

 

 

   Preferred stock, $.0000001 par value: 250,000,000 shares

   authorized, one share issued and outstanding

 

 

 

 

   Common Stock, $.0000001 par value. 300,000,000 shares

   authorized; 123,220,000 and 121,940,000 shares issued and

   outstanding, respectively

 

 

 

 

   Additional paid-in capital

 

 

318,674 

 

 

128,674 

   Accumulated deficit during exploration stage

 

 

(334,530)

 

 

(159,813)

 

 

 

 

 

 

 

          Total Stockholders’ Deficit

 

 

(15,855)

 

 

(31,138)

 

 

 

 

 

 

 

 NONCONTROLLING INTEREST

 

 

 

 

 

 

 

 

 

 

 

               Total Liabilities and Stockholders’ Deficit

 

$

125,760 

 

$

101,096 

 

 

 

 

 

 

 

See accompanying notes to the unaudited financial statements



4




Powder River Coal Corp.

 (f/k/a Titan Holding Group, Inc.,)

 (AN EXPLORATION STAGE COMPANY)

 STATEMENTS OF OPERATIONS

 (Unaudited)

 

 

Three

Months Ended

June 30, 2012

 

Three

Months Ended

June 30, 2011

 

Six

Months Ended

June 30, 2012

 

Six

Months Ended

June 30, 2011

 

July 5, 2011 (date of exploration stage) through

June 30, 2012

Revenues earned during the exploration stage

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Professional fees

 

53,495 

 

 

 

 

95,844 

 

 

 

 

137,580 

 

 Rents

 

 

1,350 

 

 

 

 

3,203 

 

 

 

 

9,953 

 

 Selling, general & administrative

 

15,070 

 

 

 

 

45,669 

 

 

 

 

126,997 

 

 Royalty Expense

 

15,000 

 

 

 

 

30,000 

 

 

 

 

60,000 

 

 

 Total operating expenses

 

84,915 

 

 

 

 

174,716 

 

 

 

 

334,530 

 LOSS FROM OPERATIONS

 

(84,915)

 

 

 

 

(174,716)

 

 

 

 

(334,530)

 Net Loss before Income taxes

 

(84,915)

 

 

 

 

(174,716)

 

 

 

 

(334,530)

 Income tax provision

 

 

 

 

 

 

 

 

 

 Net loss from continuing operations

 

(84,915)

 

 

 

 

(174,716)

 

 

 

 

(334,530)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Loss from operations of discontinued operations,

 net of taxes

 

 

 

(5,900)

 

 

 

 

(11,143)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 

 

 

(5,900)

 

 

 

 

(11,143)

 

 

 Net loss

 

$

(84,915)

 

$

(5,900)

 

$

(174,716)

 

$

(11,143)

 

$

(334,530)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  - basic and diluted

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total net loss per common share

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 Weighted common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 - basic and diluted

122,839,112

 

10,000,000

 

122,839,112

 

10,000,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 See accompanying notes to the financial statements



5




Powder River Coal Corp.

(f/k/a Titan Holding Group, Inc.,)

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF EQUITY (DEFICIT)

For the period  July 5, 2011 (date of exploration stage) through June 30  , 2012

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

Total

 

 

 

 

Preferred Stock

 

Common Stock

 

 

 

 

 

Accumulated

 

Corp

 

 

 

 

Number

 

 

 

Number

 

 

 

Additional

 

Accumulated

 

during the

 

Shareholder

 

 

 

 

of

Shares

 

Par Value

 

of

Shares

 

Par Value

 

Paid-in Capital

 

Earnings (Deficit)

 

Exploration Stage

 

Equity

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 5, 2011 (exploration)

 

---

 $

---

 

10,000,000

$

1

$

39

 $

(40,866)

 $

--- 

 $

(40,826)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in control, reverse merger

 

1

 

---

 

---

 

---

 

13,635

 

40,866 

 

--- 

 

54,501 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Surrender of 1,750,000 common shares at $0.0000001 par value on October 20, 2011

 

--

 

--

 

 (1,750,000)

 

---

 

---

 

--- 

 

--- 

 

--- 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Equity units inclusive one common share and one warrant issued for cash on July 11, 2011 at $0.25 per unit

 

---

 

---

 

120,000

 

--

 

30,000

 

--- 

 

--- 

 

30,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity units inclusive one common share and one warrant issued for cash on September 13, 2011 at $0.25

 

---

 

---

 

100,000

 

--

 

25,000

 

--- 

 

--- 

 

25,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for mineral property acquisition

 

---

 

---

 

80,000

 

--

 

20,000

 

--- 

 

--- 

 

20,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity units inclusive one common share and one warrant issued for cash on November 18, 2011 at $0.25

 

---

 

---

 

160,000

 

--

 

40,000

 

--- 

 

--- 

 

40,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward split of 14:1

 

---

 

---

 

113,230,000

 

---

 

---

 

--- 

 

--- 

 

--- 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

---

 

---

 

---

 

---

 

---

 

--- 

 

(159,814)

 

(159,814)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

1

 

---

 

121,940,000

 

1

 

128,674

 

--- 

 

(159,814)

 

(31,139)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

---

 

---

 

80,000

 

---

 

20,000

 

--- 

 

--- 

 

20,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity units inclusive of one common share and one warrant issued for cash on February 7, 2012 at $0.25

 

---

 

---

 

240,000

 

---

 

60,000

 

--- 

 

--- 

 

60,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity units inclusive of one common share and one warrant issued for cash on May 18, 2012 at $0.25

 

---

 

---

 

400,000

 

---

 

100,000

 

--- 

 

--- 

 

100,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for mineral property acquisition

 

---

 

---

 

560,000

 

--

 

10,000

 

--- 

 

--- 

 

10,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

---

 

---

 

---

 

---

 

---

 

--- 

 

(174,716)

 

(174,716)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2012

 

1

 $

---

 

123,220,000,

$

1

$

318,674

 $

--- 

 $

(334,530)

 $

(15,855)

 

 

See accompanying notes to the unaudited financial statements




6




Powder River Coal Corp.

(f/k/a Titan Holding Group, Inc.,)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

Six  Months

 

July 5, 2011 (date

 

 

 

 

 

Ended

 

Ended

 

of exploration stage)

 

 

 

 

 

June 30, 2012

 

June 30, 2011

 

Through June 30, 2012

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

$

(174,716)

$

(11,143)

$

(334,529)

Adjustment to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

Stock issued for services

 

20,000 

 

--- 

 

20,000 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Receivable other

 

(10,000)

 

--- 

 

(10,000)

 

 

Prepaid expenses

 

25,273 

 

--- 

 

(4,727)

 

 

Accounts payable and accruals

 

19,381 

 

11,143 

 

58,087 

 

 

Royalties payable

 

--- 

 

--- 

 

60,000 

 

Net cash used in operating activities

 

(120,062)

 

--- 

 

(211,169)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Advances from stockholders

 

-- 

 

-- 

 

7,203 

 

Proceeds from sale of common stock

 

160,000 

 

--- 

 

255,000 

 

Net cash provided by financing activities

 

160,000 

 

--- 

 

262,203 

NET CHANGE IN CASH

 

39,938 

 

--- 

 

51,034 

Cash at beginning of period

 

11,096 

 

251 

 

-- 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

$

51,034 

$

251 

$

51,034 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

 

Interest

$

--- 

$

--- 

$

--- 

 

Income taxes paid

$

--- 

$

--- 

$

--- 

 

 

 

 

 

 

 

 

 

 

NON CASH FINANCING AND INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Net liabilities assumed in reverse merger

$

-- 

$

-- 

$

13,675 

 

Mineral rights acquired in exchange for common stock

$

-- 

$

-- 

$

60,000 

 

Common shares issued for acquisition of mineral properties

$

10,000 

$

-- 

$

30,000 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited financial statements



7



Powder River Coal Corp.

(f/k/a Titan Holding Group, Inc.,)

(A Development Stage Entity)

NOTES TO FINANCIAL STATEMENTS



NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION


ORGANIZATION


Powder River Coal Corp. (f/k/a Titan Holdings Group, Inc. the “Company”), is a Florida corporation and was incorporated on October 9, 2009. The Company formerly provided marketing of KC 9000® primarily to independent producers, refiners of petroleum products and other market participants located in the Midwest of the United States of America (the “U.S.”). The Company is currently an exploration stage company under the provisions of Accounting Standards Codification (ASC) No. 915, Development Stage Entities. Since inception, the Company has produced almost no revenues and will continue to report as an exploration stage company until significant revenues are produced. The Company’s principal activity is the acquisition, exploration and development of mineral properties in the United States of America.


The Company’s success will depend in large part on its ability to obtain and develop mineral property interests within the United States. There can be no assurance that mineral properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact the Company’s ability to execute its business plan.


On June 17, 2011, Andrew D. Grant acquired control of Titan Holding Group Inc. via our issuance to him of one share of our Class A Convertible Preferred Stock (the “Preferred Stock”). Mr. Grant was issued the Preferred Stock in connection with and as consideration for his agreement to accept an appointment as an officer and director for the Company. The certificate of designations for the Preferred Stock provides that as a class it possesses a number of votes equal to seventy-five percent (75%) of all votes of capital stock of the Company that could be asserted in any matter put to a vote of the shareholders of the Company.


On June 17, 2011, we appointed Andrew D. Grant as a member of the board of directors and as president, secretary and treasurer for the Company.  Mr. Grant was named Chief Executive Officer of the Company on October 11, 2011. Mr. Grant loaned the Company $7,203 in 2011.


Upon acquisition of certain coal mine properties on July 27, 2011 the Company decided to engage in the business of acquiring, exploring and developing mineral properties.


On September 21, 2011, in a private equity transaction, Mr. Grant acquired the 6,000,000 (60%) shares of the company from Lanham and Lanham, LLC. The purchase price was $50,000.00 or $0.008 per share. Mr. Grant utilized his own funds for the purchase.  On November 21, 2011, the Company effectuated a fourteen-for-one (14-for-1) forward stock split.


On October 20, 2011, Titan Holding Group, Inc., filed a Certificate of Amendment of Certificate of Incorporation with the Florida Division of Corporations, and changed its name to Powder River Coal Corp. (“Powder River Coal Corp.” of “the Company”) upon the acquisition of certain coal properties.  The change of name better reflected the change in the nature of the business.


On October 23, 2011, Powder River Coal Corp., (f/k/a Titan Holding Group, Inc.,) terminated its contract with Freedom Energy Holdings, the company’s only customer. At this date all liabilities and debts of Powder River Coal Corp., which relate to or arise out of the operations of the contract and the indemnification by Freedom Energy Holdings of all losses, liabilities, claims, damages, costs and expenses that may be suffered by Powder River Coal Corp. at any time which arise out of the operations of the contract.


On November 21, 2011, the Company affected a forward stock split of all issued and outstanding common stock on a fourteen (14) shares for one (1) share basis. The Company’s stock was increased from 8,710,000 shares of common stock issued and outstanding to approximately 121,940,000 million shares following the split. In accordance with ASC 505, the effect of the forward stock split has been retroactively applied to these financial statements.


The Company is headquartered in Casper, Wyoming.





8



BASIS OF PRESENTATION


The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.  The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2012 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein and adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended December 31, 2011 filed in its annual report on Form 10-K. The Company is currently in the exploration stage. All activities of the Company to date relate to its organization, initial funding and share issuances.  The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to exploration stage companies. An exploration-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.


SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


CASH


The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.


DEFERRED INCOME TAXES AND VALUATION ALLOWANCE


The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


SHARE-BASED EXPENSES


FASB ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity the Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. There have been no shares issued as compensation to date.


RECENTLY IMPLEMENTED STANDARDS


From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards



9



that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.   In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to have an impact our financial position or results of operations.


In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As these accounting standards do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income, the adoption of this standard has not had a material impact on our financial position or results of operations.


In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard has not had a material impact on our financial position or results of operations.


Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.


NOTE 2.  GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenue sufficient to cover its operating cost and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



10



NOTE 3.  MINERAL PROPERTIES


On July 27, 2011, Titan Holding Group, Inc. (“Titan” or the “Company”) entered into a Property Purchase Agreement (the “Agreement”) with Powder River Coal Investments, Inc. (“PRCI”) a corporation maintaining its principal place of business at Wisniowy Business Park, Budynek E-ul, Ilzecka 26, Warsaw, 02-135, Poland. Pursuant to the Agreement, Titan agreed to purchase from PRCI, certain leasehold interests relating to three (3) sections/parcels of property that include coal deposits and are located in Campbell County, Wyoming.

In exchange for acquisition of the leasehold interests, Titan agreed to tender consideration to PRCI consisting of 3,360,000 shares of Titan common stock deliverable over a period of twenty-seven (27) months with a value of $60,000.  As of June 30, 2012, 1,680,000 of the total 3,360,000 are due to be issued.  However, at June 30, 2012, 1,120,000 shares have been issued leaving a remaining 560,000 shares to be issued.  The remaining shares are due as followed: (i) within 15 months of closing, 560,000 with a value of $10,000 to be issued, (ii) within 21 months of closing, 560,000 with a value of $10,000, and (iii) within 27 months of closing, 560,000 shares with a value of $10,000 to be issued.  Additionally, PRCI will retain a 10% Net Smelter Returns Royalty (“NSR”) on the gross mineral production. Regarding coal, the royalty will be 10% of value received when delivered to rail head or truck loading facility. PRCI also will be paid an annual advance royalty of twenty thousand dollars ($20,000) per section ($60,000 total) as annual payment to keep leases in full force and effect. This payment is subject to an annual increase based on inflation. Finally, Titan will provide a payment to PRCI equal to the State of Wyoming annual $2/acre lease payment (due annually on February 1st) at least 60 days before the amount is due. If PRCI makes the payment on behalf of Titan, double the amount is due back to PRCI within 30 days of notice or the lease is null and void. Notice must be served to Titan by PRCI.


NOTE 4. RELATED PARTY TRANSACTIONS


The Company is dependent on the majority stockholder and officer for periodic advances to fund minimal operating cash flows.  No written or oral commitment exists in regard to future funding needs. The amounts advanced are temporary in nature, evidenced and secured by demand notes with no repayment terms and are non-interest bearing.  As of June 30, 2012 and December 31, 2011, the Company was indebted to the stockholder in the amount of $7,203.


Management will review these arrangements, in future periods to determine if terms are required to be formalized to reflect the economic relationship.  Additionally, the above transactions may not necessarily reflect results had they been made by unrelated parties.


NOTE 5.  INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of June 30, 2012 the Company incurred a loss of $334,530, resulting in a net operating loss for income tax purposes.  The loss results in deferred tax assets of approximately $114,000 at the effective statutory rates.  The deferred tax asset has been off-set by an equal valuation allowance.

 

NOTE 6. SHAREHOLDERS' EQUITY


COMMON STOCK


The authorized common stock of the Company consists of 300,000,000 shares with a par value of $0.0000001. There were 123,220,000 and 121,940,000 shares of common stock issued and outstanding at June 30, 2012 and December 31, 2011 respectively.


On July 5, 2011, Titan Holding Group, Inc. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 120,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of US $30,000.00 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of July 5, 2011, at a price per Warrant Share of US $1.25 per Warrant Share.




11



On September 13, 2011, Titan Holding Group, Inc. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 100,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of US $25,000.00 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of September 13, 2011, at a price per Warrant Share of US$1.25 per Warrant Share.


On October 20, 2011, Titan Holding Group, Inc filed a Certificate of Amendment of Certificate of Incorporation with the Florida Division of Corporations, and (i) changed its name to Powder River Coal Corp. (“Powder River Coal Corp.” of “The Company”) upon the acquisition of certain coal properties; (ii) designated a new principal office and mailing address for the Company which is 123 W. 1st Street, Suite 675, Casper, Wyoming; (iii) reduced the number of authorized shares of our common stock to three hundred million (300,000,000).


On October 20, 2011 Andrew D. Grant, President, CEO and principal shareholder of the Company surrendered 1,750,000 shares of Company common stock owned by him, thus reducing his ownership from 6,000,000 shares to 4,250,000 shares and reducing the Company’s issued and outstanding common shares from 10,300,000 shares to 8,550,000 shares, at that time.


On November 18, 2011, Powder River Coal Corp. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 160,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of US $40,000.00 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of November 18, 2011, at a price per Warrant Share of US $1.25 per Warrant Share.


During January 2012, 40,000 shares of common stock were issued for board advisory services.  These shares were recorded at fair market value which totaled $10,000.


On February 15, 2012, Powder River Coal Corp. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 240,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of $60,000 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of February 15, 2012, at a price per Warrant Share of  $1.25 per Warrant Share.


On May 18, 2012, Powder River Coal Corp. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 400,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of $100,000 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of May 18, 2012, at a price per Warrant Share of $1.25 per Warrant Share.


Warrants issued in connection with sale of common shares


Description of warrants


(i) Warrants issued during quarterly period ended March 31, 2012


For the period ended March 31, 2012, in connection with the sale of 240,000 shares of its common stock at $0.25 per share $60,000 in gross proceeds to the investor, the Company issued warrants to purchase 240,000 shares of its common stock exercisable at $1.25 per share earned and exercisable upon issuance expiring three (3) years from the date of issuance.


The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:



12




 

 

 

 

       Expected life (year)

 

3.00

 

 

 

 

 

       Expected volatility

 

87.48%

*

 

 

 

 

       Risk-free interest rate

 

0.75%

 

 

 

 

 

       Dividend yield

 

0.00%

 


* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded coalmine companies to calculate the expected volatility.  The reason for selecting comparable public traded coalmine companies is that the Company plans to engage in coalmine business.  The Company calculated five (5) comparable public traded coalmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded coalmine companies’ historical volatility as its expected volatility.


The Company allocated the gross proceeds of $60,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $48,000 and $12,000, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.


(ii) Warrants issued during quarterly period ended June 30, 2012


For the period ended June 30, 2012, in connection with the sale of 400,000 shares of its common stock at $0.25 per share $100,000 in gross proceeds to the investor, the Company issued warrants to purchase 400,000 shares of its common stock exercisable at $1.25 per share earned and exercisable upon issuance expiring three (3) years from the date of issuance.


The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


 

 

 

 

       Expected life (year)

 

3.00

 

 

 

 

 

       Expected volatility

 

77.51%

*

 

 

 

 

       Risk-free interest rate

 

0.42%

 

 

 

 

 

       Dividend yield

 

0.00%

 


* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded coalmine companies to calculate the expected volatility.  The reason for selecting comparable public traded coalmine companies is that the Company plans to engage in coalmine business.  The Company calculated five (5) comparable public traded coalmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded coalmine companies’ historical volatility as its expected volatility.


The Company allocated the gross proceeds of $100,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $72,393 and $27,607, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.


Summary of warrant activities


The table below summarizes the Company’s non-derivative warrant activities through June 30, 2012:



13




 

Number

of

warrants

Exercise

price per

share

Weighted

average

exercise price

Fair

value at

grant date

Aggregate

intrinsic

value

Balance, December 31, 2011

380,000

1.25

1.25

$79,000

-

 

 

 

 

 

 

Granted

640,000

$1.25

$1.25

39,607

-

 

 

 

 

 

 

Cancelled

-

-

-

-

-

 

 

 

 

 

 

Exercised (Cashless)

-

-

-

-

-

 

 

 

 

 

 

Exercised

-

-

-

-

-

 

 

 

 

 

 

Expired

-

-

-

-

-

 

 

 

 

 

 

Balance, June 30, 2012

1,020,000

$1.25

$1.25

$118,607

-

 

 

 

 

 

 

Earned and exercisable, June 30, 2012

1,020,000

$1.25

$1.25

$118,607

-

 

 

 

 

 

 

Unvested, June 30, 2012

-

-

-

-

-



The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2012:


 

Warrants Outstanding

Warrants Exercisable

Range of exercise prices

Number outstanding

Average remaining life

(in years)

Weighted average exercise price

Number outstanding

Average remaining life

(in years)

Weighted average exercise price

 

 

 

 

 

 

 

$1.25

1,020,000

2.57

$1.25

1,020,000

2.57

$1.25



NOTE 7. COMMITMENTS AND CONTINGENCIES


WYOMING MINERAL PROPERTY


On July 27, 2011, Powder River Coal Corp. entered into a Property Purchase Agreement with Powder River Coal Investments, Inc. (“PRCI”) Under the terms of the agreement the Company will pay PRCI an annual advance royalty of twenty thousand dollars ($20,000) per section ($60,000 total) as annual payment to keep the leases in full force and effect. This payment is subject to an annual increase based on inflation. Finally, the Company will provide a payment to PRCI equal to the State of Wyoming annual $2/acre lease payment (due annually on February 1st) at least 60 days before the amount is due. If PRCI makes the payment on behalf of the Company, double the amount is due back to PRCI within 30 days of notice or the lease is null and void. Notice must be served to the Company by PRCI.  As of June 30, 2012, $0 royalty payments have been made.


OFFICER AND DIRECTOR ARRANGEMENTS


In February 2012, the Company entered into an employment agreement (the “Agreement”) with James R. Beaumont, pursuant to which Mr. Beaumont will serve as the Company’s Chairman of the Board of Directors.  The term of the Agreement is one year and will automatically renew for successive one-year periods, unless a notice of termination is provided by either party.  Pursuant to the terms of the Agreement, Mr. Beaumont will work for the Company on a full-time basis and will receive an annual base salary of $36,000.  In addition, Mr. Beaumont will receive quarterly grants of 25,000 shares in arrears of the Company’s restricted common stock.


NOTE 8. SUBSEQUENT EVENTS


Management has evaluated subsequent events through July 30, 2012, the date the financial statements were available to be issued.  Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.



14



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.


The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report the management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.


Our Business Overview


Powder River Coal Corp., (the "Company") (f/k/a Titan Holding Group, Inc.,) a Florida corporation, historically provided marketing of KC 9000® primarily to independent producers, refiners of petroleum products and other market participants located in the Midwest of the United States of America (the “U.S.”). In June 2011 the Company completed a change of control which was followed by the company entering a new line of business in July 2011. Accordingly, comparisons between the operating results of the quarter last year and this year may not be meaningful.


Results of Operations for the three and six months ended June 30, 2012 and June 30, 2011


Revenues


The Company has not generated any revenues for the periods ended June 30, 2012 and 2011.


Operating Expenses


The Company expenses for three months ended June 30, 2012 and 2011 were $84,915 and $0, respectively.  The Company expenses for six months ended June 30, 2012 and 2011 were $174,716 and $0, respectively.  Operating expenses increased in 2012 due to directors’ salaries, royalty expense, and increased operational activities in the new line of business.  We anticipate incurring further increased expenses once we begin exploration activities and will require additional funding to support our working capital needs.


Professional fees for the three months ended June 30, 2012 and 2011 were $53,495 and $0, respectively. Professional fees for the six months ended June 30, 2012 and 2011 were $95,844 and $0, respectively.  Fees are associated with filing the appropriate forms with the Securities and Exchange Commission. We anticipate that these fees will remain constant in future periods.


Rents for the three months ended June 30, 2012 and 2011 were $1,350 and $0, respectively.  Rents for the three months ended June 30, 2012 and 2011 were $3,203 and $0, respectively.    Our rental expense is based on our current rental agreement, expiring in 2012.


Royalty expense is recognized per the agreement.  Currently we are committed for $60,000 payments, based on our land lease agreement.  


Net loss for the three months ended June 30, 2012 and 2011 was $84,915 and $0, respectively.  Net loss for the six months ended June 30, 2012 and 2011 was $174,716 and $0, respectively.


Financial Condition


Total assets. Total assets at June 30, 2012 and December 31, 2011 were $125,760 and $101,096, respectively.  Total assets consist of cash, receivable other, prepaid expenses and mineral properties.


Total liabilities.  Total liabilities at June 30, 2012 and December 31, 2011 were $141,615 and $132,234, respectively.  


Liquidity and Capital Resources


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.


The Company has a net loss from continuing six months ended June 30, 2012 and 2011 of $174,716 and $0, respectively. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the



15



development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


We are presently able to meet our obligations as they come due.  At June 30, 2012 we had working capital deficit of $65,855.  Our working capital deficit was due to the results of purchases of mineral properties.


Net cash used in operating activities for the six months ended June 30, 2012 and 2011 was $120,062 and $0, respectively.  Net cash provided by financing activities for the six months ended June 30, 2012 and 2011 was $160,000 and $0, respectively.


We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this filing.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.” Our plan is to acquire potential mineral producing properties by paying the bulk of the purchase price in our stock and to fund our operations through the private sale of our stock.  We have acquired several properties to date, but cannot give any assurance that we will be able to successfully sell stock at levels to meet our obligations under our property acquisition agreement.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.


Item 4.  CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures


The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  As of June 30, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included in our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.


Internal Control Over Financial Reporting


Changes in internal controls


There have been no changes in the Company’s internal control over financial reporting during the period ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.



16



PART II – OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings nor are any contemplated by us at this time.


Item 1A. RISK FACTORS


Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


On February 15, 2012, Powder River Coal Corp. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 240,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of $60,000 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of February 15, 2012, at a price per Warrant Share of $1.25 per Warrant Share.


On May 18, 2012, Powder River Coal Corp. entered into a Subscription Agreement with Evpatoria Holdings, Ltd., an entity maintaining its principal address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands to issue 400,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of $100,000 ($0.25 per Unit). Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment.  One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the purchase date of May 18, 2012, at a price per Warrant Share of $1.25 per Warrant Share.


Item 3. Defaults Upon Senior Securities


NONE.


Item 4. Mine Safety Disclosures


NONE.


Item 5. Other Information.


NONE.


Item 6. Exhibits.


Exhibit Number and Description

Location Reference

 

(a)

Financial Statements

Filed herewith

 

(b)

Exhibits required by Item 601, Regulation S-K;

 

(3.0)

Articles of Incorporation

 

(3.1)

Initial Articles of Incorporation filed

See Exhibit Key

with S-1 Registration Statement

on August 18, 2010

 

(3.2)

Bylaws filed with S-1 Registration

See Exhibit Key

Statement on August 18, 2010

 

(10.0)

Material Contracts

See Exhibit Key

 

(11.0)

Statement re: computation of per share earnings

Note 6 to Financial Statements



17






 

(14.0)

Code of Ethics

See Exhibit Key

 

(31.1)

Certificate of Principal Executive Officer

Filed herewith

And Principal Financial Officer

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

 

(32.1)

Certification of Principal Executive Officer

Filed herewith

And Principal Financial Officer

pursuant to 18 U.S.C. § 1350,

as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

 

(101.INS)

XBRL Instance Document

Filed herewith

(101.SCH)

XBRL Taxonomy Ext. Schema Document

Filed herewith

(101.CAL)

XBRL Taxonomy Ext. Calculation Linkbase Document

Filed herewith

(101.DEF)

XBRL Taxonomy Ext. Definition Linkbase Document

Filed herewith

(101.LAB)

XBRL Taxonomy Ext. Label Linkbase Document

Filed herewith

(101.PRE)

XBRL Taxonomy Ext. Presentation Linkbase Document

Filed herewith



Exhibit Key

 

3.1

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on August 18, 2010.

 

3.2

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on August 18, 2010.

 

10.1

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on August 18, 2010.

 

10.2

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on August 18, 2010.

 

10.3

Incorporated by reference herein to the Company’s Form 8-K

Current Report filed with the Securities and Exchange

Commission on August 1, 2011.

 

14.0

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on August 18, 2010




18



SIGNATURES


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 COAL CORP.

 

 

 

NAME

TITLE

DATE

/s/ Andrew D. Grant

 

Principal Executive Officer and Principal Financial Officer  

August 10, 2012

Andrew D. Grant

 

 




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