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~~September 30, 2013

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 000-54257

POWDER RIVER COAL CORP.

logo-POWD

(Name of small business issuer in its charter)

Florida

27-3079741

(State of incorporation)

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

123 W. 1st Street, Suite 675

Casper, WY 82601

(Address of principal executive offices)

(307) 459-0571

(Registrant’s telephone number)

Indicate by check mark 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 ¨

Indicate by check mark whether the registrant 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, an 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.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~August~~January 917, ~~2013~~2014, there were ~~125~~126,~~000~~315,000 shares of the registrant’s $0.0000001 par value common stock issued and outstanding.

POWDER RIVER COAL CORPORATION*

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1213
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1415
ITEM 4.	CONTROLS AND PROCEDURES	1415
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	1516
ITEM 1A.	RISK FACTORS	1516
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1516
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1617
ITEM 4.	MINE SAFETY DISCLOSURES	1617
ITEM 5.	OTHER INFORMATION	1617
ITEM 6.	EXHIBITS	1617

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Powder River Coal Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”POWD,” "our," "us," the "Company," refers to Powder River Coal Corp.

Part I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

POWDER RIVER COAL CORP.

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

(An Exploration State Company)

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012 (Audited)	4
Condensed Balance Sheets at September 30, 2013 (Unaudited) and December 31, 2012 (Audited)	4
Condensed Statements of Operations for the Six and Three Months Ended June 30, 2013, and 2012, (Unaudited) and the period July 5, 2011 (date of exploration stage) through June 30, 2013 (Unaudited)	5
Condensed Statements of Operations for the Nine and Three Months Ended September 30, 2013, and 2012, (Unaudited) and the period July 5, 2011 (date of exploration state) through September 30, 2013 (Unaudited)	5
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (unaudited) and the period July 5, 2011 (date of exploration stage) through June 30, 2013 (Unaudited)	6
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited) and the period July 5, 2011 (date of exploration state) through September 30, 2013 (Unaudited)	6
Notes to the Condensed Financial Statements	7

Powder River Coal Corp.
(f/k/a Titan Holding Group, Inc.,)
(AN EXPLORATION STATE COMPANY)
CONDENSED BALANCE SHEETS
						June 30, 2013			December 31, 2012
				September 30, 2013			December 31, 2012
ASSETS							(unaudited)			(audited)
				(unaudited)
CURRENT ASSETS:
ASSETS
	Cash					$	-		$	27,232
CURRENT ASSETS:
	Prepaid Expenses						8,678			49,020
	Cash			$	4,398		$	27,232
		Total Current Assets					8,678			76,252
	Prepaid Expenses				60,479			49,020
MINERAL PROPERTIES:
		Total Current Assets			64,877			76,252
	Mineral properties						60,000			60,000
MINERAL PROPERTIES:
			Total Assets			$	68,678		$	136,252
	Mineral properties				60,000			60,000
LIABILITIES AND EQUITY (DEFICIENCY)
		Total Assets		$	124,877		$	136,252
CURRENT LIABILITIES:
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	Accounts payable and accruals					$	29,727		$	15,362
CURRENT LIABILITIES:
	Royalties payable						60,000			60,000
	Accounts payable and accruals			$	25,661		$	15,362
	Advances from related party						7,203			7,203
	Royalties payable				131,333			60,000
	Current portion of long-term liabilities						20,000			20,000
	Advances from related party				7,203			7,203
		Total Current Liabilities					116,930			102,565
	Other current liability				45,000			20,000
			Total Liabilities				116,930			102,565
		Total Current Liabilities			209,197			102,565
COMMITMENTS AND CONTINGENCIES (see note 7)							-			-
		Total Liabilities			209,197			102,565
STOCKHOLDERS' EQUITY (DEFICIT):
COMMITMENTS AND CONTINGENCIES (see note 7)					-			-
	Preferred stock at $.0000001 par value. Authorized 250,000,000 shares, one share issued and outstanding						-			-
STOCKHOLDERS' EQUITY (DEFICIT):
	Common stock, $.0000001 par value. Authorized 300,000,000 shares, 125,000,000 and 124,575,000 shares issued and outstanding, respectively						12			12
	Preferred stock at $0.0000001 par value. Authorized 250,000,000 shares, one share issued and outstanding				-			-
	Additional paid-in capital						623,663			527,413
	Common stock, $0.0000001 par value. Authorized 300,000,000 shares, 125,690,000 and 124,575,000 shares issued and outstanding, respectively				13			12
	Accumulated deficit during exploration state						(671,927)			(493,738)
	Additional paid-in capital				676,162			527,413
		Total Stockholders' Equity (Deficit)					(48,252)			33,687
	Accumulated deficit during exploration state				(760,495)			(493,738)
			Total Liabilities and Equity			$	68,678		$	136,252
		Total Stockholders' Equity (Deficit)			(84,320)			33,687
See accompanying notes to the condensed unaudited financial statements *On November 21, 2011, The Company enacted a 14 to 1 forward stock split
		Total Liabilities and Stockholders' Equity		$	124,877		$	136,252
See accompanying notes to the condensed unaudited financial statements
*On November 21, 2011, The Company enacted a 14 to 1 forward stock split

Powder River Coal Corp.
(f/k/a Titan Holding Group, Inc.,)
(AN EXPLORATION STATE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
CONDENSEDS STATEMENTS OF OPERATIONS
															July 5, 2011 (date of exploration state) through June 30, 2013
(Unaudited)
						Three Months Ended June 30,						Six Months Ended June 30,
															July 5, 2011 (date of exploration state) through September 30,
						2013			2012			2013	2012
				Three Months Ended September 30,						Nine Months Ended September 30,
Revenues earned during the exploration stage						$	-	$	-		$	-	$	-	$		-
				2013			2012			2013			2012		2013
Operating expenses
Revenues				$	-		$	-		$	-		$	-	$	-
	Professional fees						15,764		53,495			67,948		95,844			265,160
Operating expenses
	Rents						1,350		1,350			2,700		3,203			15,353
	Professional fees				25,520			41,882			109,718			137,727		306,930
	Selling, general & administrative						33,413		15,070			77,519		45,669			269,592
	Rents				1,350			1,350			4,050			4,553		16,703
	Royalty Expense						15,000		15,000			30,000		30,000			121,800
	Selling, general & administrative				21,855			32,769			99,261			78,437		291,334
			Total operating expenses				65,527		84,915			178,167		174,716			671,905
	Royalty Expense				15,913			15,000			53,593			45,000		145,393
LOSS FROM OPERATIONS							(65,527)		(84,915)			(178,167)		(174,716)			(671,905)
		Total operating expenses			64,638			91,001			266,622			265,717		760,360
OTHER EXPENSE:
LOSS FROM OPERATIONS					(64,638)			(91,001)			(266,622)			(265,717)		(760,360)
	Interest expense						(27)		-			(135)		-			(135)
OTHER EXPENSE:
	Foreign currency transaction gain (loss)						113		-			113		-			113
	Interest expense				-			-			(135)			-		(135)
Net loss				$	(64,638)	$	~~(65,441)~~$	$(91,001)	~~(84,915)~~	$	$(266,757)	~~(178,189)~~	$	(~~174~~265,~~716~~717)	$	(760,495)	~~(671,927)~~
Net loss per common share
	- basic and diluted	~~- basic and diluted~~		$	(0.00)	$	~~(0.00)~~$	$(0.00)	~~(0.00)~~	$	$(0.00)	~~(0.00)~~	$	(0.00)
Weighted common shares outstanding
	- basic and diluted	~~- basic and diluted~~			125,600,380		~~124,781,978~~	123,281,270	~~122,839,112~~	$	125,165,696	~~124,691,492~~	$	~~122~~123,~~839~~281,~~112~~270
See accompanying notes to the condensed unaudited financial statements *On November 21, 2011, The Company enacted a 14 to 1 forward stock split
See accompanying notes to the financial statements
*On November 21, 2011, The Company enacted a 14 to 1 forward stock split

Powder River Coal Corp. (f/k/a Titan Holding Group, Inc.,) (AN EXPLORATION STATE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Powder River Coal Corp.
											July 5, 2011
(f/k/a Titan Holding Group, Inc.,)
											(date of exploration state)
(AN EXPLORATION STATE COMPANY)
							Six Months Ended June 30,				Through June 30,
CONDENSED STATEMENTS OF CASH FLOWS
							2013		2012		2013
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
											July 5, 2011 (date of exploration state) through September 30,
Net loss						$	(178,189)	$	(174,716)	$	(671,927)
					Nine Months Ended September 30,
Adjustment to reconcile net loss to net cash used in operating activities
					2013			2012			2013
	Stock issued for services						16,250		20,000		85,000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Changes in operating assets and liabilities:
Net loss					$	(266,757)		$	(265,717)		$	(760,495)
			Receivable other				-		(10,000)		-
Adjustments to reconcile net loss to net cash used in operating activities:
			Prepaid expenses				30,342		25,273		(18,678)
	Common stock issued for services					48,750			42,500			107,500
			Accounts payable and accruals				14,365		19,381		43,402
	Net liabilities assumed in reverse merger					-			-			13,675
			Royalties payable				-		-		60,000
	Changes in operating assets and liabilities:
	Net cash used in operating activities						(117,232)		(120,062)		(502,203)
		Prepaid expenses				(11,459)			39,535			(50,479)
CASH FLOWS FROM FINANCING ACTIVITIES:
		Accounts payable and accruals				10,299			2,622			25,661
				Advances from related party			-		-		7,203
		Other current liabilities				35,000			-			35,000
				Proceeds from sale of common stock			90,000		160,000		495,000
		Royalties payable				71,333			-			131,333
Net cash provided by financing activities							90,000		160,000		502,203
	Net cash used in operating activities					(112,834)			(181,060)			(497,805)
NET CHANGE IN CASH							(27,232)		39,938		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash at beginning of period							27,232		11,096		-
	Advances from related party					-			-			7,203
Cash at end of period						$	-	$	51,034	$	-
	Proceeds from sale of common stock					90,000			235,000			495,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
	Net cash provided by financing activities					90,000			235,000			502,203
		Interest				$	135	$	-	$	135
NET CHANGE IN CASH						(22,834)			53,940			4,398
		Income taxes paid				$	-	$	-	$	-
Cash at beginning of period						27,232			11,096			-
NON CASH FINANCING AND INVESTING ACTIVITIES:
Cash at end of period					$	4,398		$	65,036		$	4,398
		Net liabilities assumed in reverse merger				$	-	$	-	$	13,675
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
		Mineral rights acquired in exchange for common stock				$	-	$	-	$	60,000
	Interest paid				$	135		$	-		$	135
		Common shares issued for acquisition of mineral properties				$	-	$	10,000	$	40,000
	Income taxes paid				$	-		$	-		$	-
See accompanying notes to the condensed unaudited financial statements
NON CASH FINANCING AND INVESTING ACTIVITIES:
	Common shares issued for acquisition of mineral properties				$	10,000		$	10,000		$	50,000
See accompanying notes to the financial statements
*On November 21, 2011, The Company enacted a 14 to 1 forward stock split

Powder River Coal Corp.

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

(A Development State Entity)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

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 state company under the provisions of Accounting Standards Codification (ASC) No. 915, Development Stage Entities. Since inception, the Company has produced no revenues and will continue to report as an exploration state 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; the amount has not been repaid by the Company.

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.

The Company is headquartered in Casper, Wyoming.

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.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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~~nine month period ended ~~June~~September 30, 2013 are not necessarily indicative of the results for the full fiscal year ending December 31, 2013. 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, 2012 filed in its annual report on Form 10-K. The Company is currently in the exploration state. 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-state 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.

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 AND CASH EQUIVALENTS

The Company accounts for cash and cash equivalents under FASB ASC 305 “Cash and Cash Equivalents” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents totaled $04,398 and $27,232 at ~~June~~September 30, 2013 and December 31, 2012, respectively.

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.

Share-based expense for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 was $1648,~~250~~750 and $2042,~~000~~500, respectively.

Recently Issued Accounting Pronouncements

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.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

NOTE 4. PREPAID ~~EXPENSE~~EXPENSES

Prepaid ~~expense~~expenses ~~totaled $8,678 and $49,020 at June 30, 2013 and December 31, 2012. At June 30, 2013 prepaid expense~~ consisted of ~~various prepaid subscription contracts. At December 31, 2012 prepaid expense consisted of various prepaid subscription contracts and prepaid royalty expense.~~:

		September 30, 2013		December 31, 2012

Mineral property royalty accrual (note 5)	$	47,740	$	30,000
Common stock issued for advisory services		10,000		10,000
Other prepaid expenses		2,739		9,020
Total prepaid expenses	$	60,479	$	49,020

NOTE 5. MINERAL PROPERTIES

On July 27, 2011, ~~Titan~~Powder ~~Holding~~River ~~Group,~~Coal ~~Inc~~Corp. (“~~Titan~~Powder River” or the “Company”), formerly Titan Holdings Group, Inc., 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~~Powder River 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, Powder River agreed to tender consideration to PRCI consisting of 3,360,000 shares of the Company’s common stock deliverable over a period of twenty-seven (27) months with a value of $60,000, as follows:

	Shares	Value
Upon signing of the agreement and transfer of title	-	$	-
On or before October 27, 2011, within 3 months of closing (paid)	1,120,000		20,000
On or before April 27, 2012, within 9 months of closing (paid)	560,000		10,000
On or before October 27, 2012, within 15 months of closing (paid)	560,000		10,000
On or before April 27, 2013, within 21 months of closing (paid)	560,000		10,000
On or before October 27, 2013, within 21 months of closing (paid)	560,000		10,000
Total	3,360,000	$	60,000

As of September 30, 2013, 2,800,000 shares have been 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, Powder 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 Powder River, 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.

InNOTE 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 $60,0006. AsLEASEHOLD ofEXPENSES June 30, 2013, 1,120,000 shares have been issued and another 560,000 were to be issued in April 2012 as well as another additional 560,000 were to be issued in October 2012. As of June 30, 2013, 1,680,000 of the total 3,360,000 are remaining 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.PAYABLE

~~NOTE 6. ROYALTIES PAYABLE~~Royalty

The Company is to pay an annual advance royalty of sixty thousand ($60,000) to keep the mineral property lease in effect. The royalty payment is subject to an annual increase based on inflation and is due on the anniversary of the signing of the contract. Royalty payable totals $123,653 and $60,000 asat ofSeptember ~~June~~ 30, 2013 and December 31, 2012, respectively.

~~NOTE 7. RELATED PARTY TRANSACTIONS~~Other

~~Related~~Other ~~party~~leasehold ~~transactions~~expense ~~totaled~~payable totals $7,~~203~~680 atand ~~June~~$0 at September 30, 2013 and December 31, 2012, ~~and~~respectively. This ~~consisted~~amount ofis ~~advances~~owed ~~from~~to PRCI for the ~~Company’s~~State ~~sole~~of ~~officer~~Wyoming annual $2/acre lease payment.

~~NOTE~~Total 8.leasehold ~~SHAREHOLDERS'~~expenses ~~EQUITY~~payable are $131,333 and $60,000 at September 30, 2013 and December 31, 2012, respectively.

NOTE 7. OTHER CURRENT LIABILITIES

Other current liabilities totaled $45,000 and $20,000 at September 30, 2013 and December 31, 2012. The balance at September 30, 2013 consisted of $10,000 for the mineral rights property and a $35,000 note payable with no repayment terms.

The balance of other current liabilities at December 31, 2012, consisted solely of $20,000 for the mineral rights property acquisition.

NOTE 8. RELATED PARTY TRANSACTIONS

Related party transactions totaled $7,203 at September 30, 2013 and December 31, 2012 and consisted of advances from the Company’s sole officer.

NOTE 9. SHAREHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK

The Company has ~~authorized~~ 250,000,000 authorized preferred shares with a par value of $0.0000001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There ~~were~~was noone (1) preferred ~~shares~~share issued and outstanding as of ~~June~~September 30, 2013 and December 31, 2012.

COMMON STOCK

The Company has ~~authorized~~ 300,000,000 authorized common shares with a par value of $0.0000001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

~~Since~~There ~~July~~were 5125,690,000 ~~2011~~and ~~(date~~124,575,000 ofcommon ~~exploration~~shares ~~state)~~issued toand ~~June~~outstanding at September 30, 2013, ~~the~~and ~~Company~~December ~~has~~31, ~~issued 125~~2012,~~000,000~~ ~~common shares~~respectively.

~~There~~During ~~were~~the ~~125,000,000~~period ~~and~~ended ~~124~~September 30,~~575~~ 2013,~~000~~ ~~common~~we ~~shares~~ issued ~~and~~the ~~outstanding~~following atamounts ~~June~~of ~~30,~~common ~~2013 and December 31, 2012, respectively.~~ stock:

~~During~~Stock ~~the period ended June 30, 2013, we~~ issued ~~the~~for ~~following~~advisory ~~amounts~~services ofand ~~common~~employee ~~stock~~compensation:

· In January 2013, 25,000 shares of common stock were issued for advisory services valued at $6,250. This amount was recorded in professional fees.

Date	Number of Shares	Value of Services
January 2013	25,000	$	6,250
March 2013	40,000	$	10,000
May 2013	25,000	$	6,250
June 2013	40,000	$	10,000
August 2013	25,000	$	6,250
September 2013	40,000	$	10,000
Total	195,000	$	48,750

· On May 16, 2013, the Company entered into a Subscription Agreement with Evpatoria Holdings, Ltd., to issue 360,000 Units of the Company’s unregistered Securities at the aggregate price of $90,000 ($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 16, 2013, at a price per Warrant Share of $1.25 per Warrant Share. Evpatoria Holdings had paid $28,400 of the $90,000 in February 2013 resulting in a stock payable.

Stock issued for cash:

WARRANTS

As of ~~June~~September 30, 2013, the Company has issued 1,~~980~~760,000 warrants that ~~are vested and~~ remain outstanding. The following is a breakdown of the warrants:

Warrants	Exercise price	Date Issued	Term
120,000	$1.25	July 2, 2011	3 years
100,000	$1.25	September 13, 2011	3 years
160,000	$1.25	November 11, 2011	3 years
240,000	$1.25	February 15, 2012	3 years
400,000	$1.25	May 18, 2012	3 years
300,000	$1,25	September 19, 2012	3 years
300,000	$1.25	December 3, 2012	3 years
360,000	$1.25	May 16, 2013	3 years
1,760,000

The Company has no stock option plan or other potentially dilutive securities.

NOTE 98. 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 1^st) 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.

OFFICER AND DIRECTOR ARRANGEMENTS

~~During~~On ~~2012~~December 15, 2011, the Company hired two Advisors for the Advisory Committee. The agreement provides for pro-rata payment of $1,000 per day for Advisory Board Meetings attendance. Additionally, each advisor is granted 20,000 restricted common shares in advance for each quarter served from the signing of this agreement and until terminated by either party. ~~40,000 shares issued in advance in prior quarter have been expensed to professional fees during the first quarter in the amount of $10,000.~~

On February 29, 2012, the Company entered into an employment agreement with a new Chairman of the Board of Directors. The agreement automatically extends beyond the initial one-year term. The agreement ~~provides~~provided for a monthly salary of $3,000 ~~per month~~ and 25,000 restricted common shares for each quarter served which are granted in arrears. ~~Another~~As ~~25,000~~of ~~shares~~March ~~were~~2013, ~~issued in~~ the ~~amount~~agreement ofwas ~~$6,250~~modified ~~for~~and ~~advisory~~no ~~services~~longer ~~which~~provides ~~were~~for ~~recorded~~a inmonthly ~~professional~~salary ~~fees.~~of $3,000.

NOTE 10. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were 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.

NOTE 9. SUBSEQUENT EVENTS

On October 30, 2013, the Company issued 560,000 shares of its restricted common stock, valued at $10,000, to Powder River Coal Investments, per the terms of the Property Purchase Agreement (see Note 5).

On November 30, 2013, we issued 25,000 shares of restricted common stock, valued at $6,250, for employee compensation.

On December 14, 2013, we issued 40,000 shares of restricted common stock, valued at $10,000, for board of directors’ advisory services.

Management has evaluated subsequent events through the date the financial statements were issued. Management is not aware of any other 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.

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

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors, which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	June 30, 2013 $	December 31, 2012 $
	September 30, 2013 $	December 31, 2012 $
Current Assets	864,~~678~~877	76,252
Current Liabilities	~~116~~209,~~930~~197	102,565
Working Capital Deficit	(~~108~~144,~~252~~320)	(26,313)

Cash Flows

	June 30, 2013 $	June 30, 2012 $
	September 30, 2013 $		September 30, 2012 $
Cash Flows used in Operating Activities	(~~117~~112,~~232~~834)	~~(120,062)~~	(181,060)
Cash Flows from Financing Activities	90,000	~~160,000~~	235,000
Cash Flows from (used in) Investing Activities	-0-	~~-0-~~	-
Net increase (decrease) in Cash During Period	(2722,~~232~~834)	~~39,938~~	53,940

Results of Operations for the three ~~and six~~ months ended ~~June~~September 30, 2013 and 2012.

Revenues

The Company has not generated any revenues from July 5, 2011 (date of exploration stage) through the period ended ~~June~~September 30, 2013.

Operating Expenses

The Company’s operating expenses for three months ended ~~June~~September 30, 2013 and 2012 were $6564,~~527~~638 and $8491,~~915~~001, respectively. ~~The~~ Operating ~~Company’s operating~~ expenses for ~~six~~the three months ended ~~June~~September 30, 2013 ~~and~~decreased ~~2012~~approximately ~~were~~29% ~~$178,167~~from ~~and~~the ~~$174,716,~~same ~~respectively~~period in 2012. ~~Operating~~ The ~~expenses~~decrease for the ~~six~~three months, ended ~~June~~was ~~30,~~primarily ~~2013~~due ~~increased~~to ~~approximately~~a 2%reduction ~~from~~in ~~the~~both ~~same~~professional ~~period~~fees inand ~~2012~~general and administrative costs. 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~~September 30, 2013 and 2012 were $1525,~~764~~520 and $5341,~~495~~882, respectively. Professional fees for the ~~six~~three months ended ~~June~~September 30, 2013 ~~and 2012 were $67,948 and $95,844, respectively. Professional fees for the six months ended June 30, 2013~~ decreased approximately 2939% from the same period in 2012. The drop was primarily from lower legal fees in the current period. Fees are associated with filing the appropriate forms with the Securities and Exchange Commission. We anticipate that these fees, as incurred in the period ended ~~June~~September 30, 2013, will remain constant in future periods.

1213

~~Rents~~Selling, general and administrative (SG&A) expenses for the three months ended ~~June~~September 30, 2013 and 2012 were $121,~~350~~855 and $32,769, respectively. ~~Rents~~ SG&A expenses for the ~~six~~three months ended ~~June~~September 30, 2013 ~~and~~decreased $10,914 or approximately 33% from the same period in 2012. The ~~were~~drop was primarily from a decrease in payroll expense of $212,~~700~~000 ~~and~~from the same period in 2012. This decrease in payroll was offset somewhat by increases of approximately $3,~~203,~~000 ~~respectively~~from office expenses not incurred in 2012.

~~Royalty~~Net ~~expense~~loss isfor ~~recognized~~the ~~per~~three ~~the~~months ~~agreement~~ended September 30, 2013 and 2012 was $64,638 and $91,001, respectively. ~~Currently~~Net weloss ~~are~~for ~~committed~~the three months ended September 30, 2013 decreased approximately 29% from the same period in 2012. This decrease was primarily from the decrease of SG&A and professional fees for ~~$60~~the three months ended September 30,~~000~~ ~~payments~~2013, ~~based~~as oncompared ~~our~~to ~~land~~the ~~lease~~same ~~agreement~~period in 2012.

~~Net~~Results ~~loss~~of ~~for~~Operations ~~the three months ended June 30, 2013 and 2012 was $65,441 and $84,915, respectively. Net loss~~ for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 ~~was $178,189 and $174,176, respectively~~. ~~The increase was primarily attributable to an increase in officer compensation and consulting fees appropriate for being a public company.~~

Operating Expenses

The Company’s operating expenses for nine months ended September 30, 2013 and 2012 were $266,622 and $265,717, respectively. Operating expenses for the nine months ended September 30, 2013 was relatively unchanged, from the same period in 2012. The decrease in professional fees was offset by increases in general and administrative costs and royalty expense. We anticipate incurring increased expenses once we begin exploration activities and will require additional funding to support our working capital needs.

Professional fees for the nine months ended September 30, 2013 and 2012 were $109,718 and $137,727, respectively. Professional fees for the nine months ended September 30, 2013 decreased approximately 20%, from the same period in 2012. The drop was primarily from lower legal fees in the current period. Fees are associated with filing the appropriate forms with the Securities and Exchange Commission. We anticipate that these fees, as incurred in the period ended September 30, 2013, will remain constant in future periods.

Selling, general and administrative fees for the nine months ended September 30, 2013 and 2012 were $99,261 and $78,437, respectively. Selling, general and administrative fees for the nine months ended September 30, 2013 increased approximately 27%, from the same period in 2012. The increase was primarily from website fees of approximately $12,000 in the current period.

Net loss for the nine months ended September 30, 2013 and 2012 was $266,757 and $265,717, respectively. For the nine months ended September 30, 2013 operating expenses were relatively unchanged from the same period ended 2012. During the last quarter both SG&A and professional fees dropped significantly as compared to the same quarter in 2012, however, these savings were not realized over the entire nine-month period ended September 30, 2013. For the nine-months ended September 30, 2013, professional fees decreased as compared to 2012, however, SG&A increased at a greater rate to offset any savings.

Financial Condition

Total assets. Total assets at ~~June~~September 30, 2013, and December 31, 2012, were $68124,~~678~~877 and $136,252, respectively. The decrease of approximately 8% is due to normal operating expenses but with minimal cash funds. Total assets consist of cash, prepaid expenses and mineral properties.

Total liabilities. Total liabilities at ~~June~~September 30, 2013, and December 31, 2012, were $~~116~~209,~~930~~197 and $102,565, respectively. The increase, of approximately 104% was primarily attributable to an increase in ~~operating~~lease expenses ~~with~~payable ~~minimal~~by ~~cash~~the ~~funds~~current amount owing of $63,653 and a short term non-interest bearing loan of $35,000.

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.Liquidity

The Company has a net loss from operations for the six months ended June 30, 2013, and 2012, of $178,167 and $174,716, respectively. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the 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.14

WeThe ~~are presently~~Company ~~not able~~has toa ~~meet~~net ~~our~~loss ~~obligations~~from asoperations ~~they~~for ~~come~~the ~~due. At~~nine ~~June~~months ended September 30, 2013, weand ~~had~~2012, ~~working~~of ~~capital~~$266,622 ~~deficit~~and of $~~108~~265,~~252~~717, respectively. ~~Our~~Because ~~working~~of ~~capital deficit was due to~~ the ~~results~~absence of ~~purchases~~positive ofcash ~~mineral~~flows ~~properties~~from ~~and~~operations, the ~~lack~~Company ofwill ~~current~~require ~~assets~~additional ~~due~~funding tofor ~~limited~~continuing ~~cash~~the ondevelopment ~~hand~~ and ~~the~~marketing ~~use the expensing~~ of ~~most of our prepaid expenses during the current period~~products.

~~Net~~We ~~cash~~have ~~used~~no inknown ~~operating~~demands ~~activities~~or ~~for~~commitments ~~the six months ended June 30, 2013,~~ and ~~2012,~~are ~~was~~not ~~$117,232~~aware ~~and $120,062, respectively. Net cash used in investing activities for the six months ended June 30, 2013, and 2012, was $0 and $0, respectively. The sum~~ of ~~cash~~any ~~provided~~events byor ~~financing~~uncertainties ~~activities~~as ~~is due to the Company’s sales~~ of ~~$90,000~~September ~~in Common Stock during the six months ended June~~ 30, 2013, asthat ~~compared~~will toresult ~~$160,000~~ in ~~sales~~or ofthat ~~the~~are ~~Company’s~~reasonably ~~Common~~likely ~~Stock~~to ~~during~~materially ~~the~~increase ~~six~~or ~~months~~decrease ~~ended~~our ~~June~~current ~~30, 2012~~liquidity.

~~Cash~~Capital ~~Flow from Operating Activities~~ Resources

~~During~~We ~~the~~had ~~period~~no ~~ended~~material ~~June~~commitments ~~30, 2013, the Company used $117,232 of cash~~ for ~~operating~~capital ~~activities~~expenditures ~~compared~~as ~~to the use~~ of ~~$120~~September 30,~~062~~ of2013 ~~cash~~and ~~for~~December ~~operating activities during the period ended June 30~~31, 2012. ~~The cash used for operating activities was consistent to what was used in the previous period.~~

Cash Flow from Financing Activities

During the period ended June 30, 2013, the Company had $90,000 of cash from financing activities compared to proceeds of $160,000 for the period ended June 30, 2012.

We have no known demands or commitments and are not aware of any events or uncertainties as of June 30, 2013 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

Capital Resources.

We had no material commitments for capital expenditures as of June 30, 2013 and December 31, 2012.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2012 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and, management is dominated by a single individual/small group without adequate compensating controls.

1415

Please refer to our Annual Report on Form 10-K as filed with the SEC on April 11, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

OnDuring ~~May 16, 2013,~~ the ~~Company~~quarter ~~entered~~ended ~~into~~September a30 ~~Subscription Agreement to issue 360~~2013,~~000~~ ~~Units of~~ the Company’s ~~unregistered~~issued ~~Securities at the aggregate price of $90~~20,000 ~~($0.25~~shares ~~per Unit). Each Unit consists~~ of ~~one~~its ~~share~~restricted of common stock ~~of the Company and one common share purchase warrant subject~~ to ~~adjustment. One~~each ~~Warrant~~of ~~shall be non-transferable and shall entitle~~ the ~~holder~~two ~~thereof~~advisors to ~~purchase one share of common stock of~~ the ~~Company~~board, ~~as presently constituted,~~ for aadvisory ~~period of three (3) years commencing from the purchase date of May 16~~services, ~~2013,~~as ~~at a price~~ per ~~Warrant~~the ~~Share~~terms of ~~$1.25~~the ~~per~~Advisory ~~Warrant Share~~Agreement.

During the quarter ended September 30 2013, the Company issued 20,000 shares of its restricted common stock to the Advisor to the Board, for advisory services totaling 40,000 shares and per terms of their advisory agreements.

During the quarter ended September 30 2013, the Company issued 25,000 shares of its restricted common stock to an employee, per his employment agreement.

2. Subsequent Issuances:

Subsequent toissuances ~~the~~totaled ~~quarter~~625,000 weshares ~~did~~of ~~not~~restricted ~~issue~~common ~~any unregistered securities other than as previously disclosed~~stock.

15On October 30, 2013, the Company issued 560,000 shares of its restricted common stock, to Powder River Coal Investments, per the terms of the Property Purchase Agreement, dated July 27, 2011(see note 5).

On November 30, 2013 and December 14, 2013, we issued 40,000 and 25,000 shares of restricted common stock, respectively, per terms of advisory and employment agreements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit
Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on August 18, 2010 as part of our Registration Statement on Form S-1.
3.01(a)	Amendment to Articles of Incorporation	Filed with the SEC on October 31, 2011 as part of our Current Report on Form 8-K/A
3.02	Bylaws	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
10.01	Demand Note by and between the Company and Brian Kistler, dated October 9, 2009	Filed with the SEC on August 18, 2010 as part of our Registration Statement on Form S-1.
10.02	Sales Representative Agreement by and between the Company and Freedom Formulations, LLC, dated October 9, 2009	Filed with the SEC on August 18, 2010 as part of our Registration of Securities on Form S-1.
10.03	Property Purchase Agreement by and between the Company and Titan Holding Group, Inc. dated July 27, 2011	Filed with the SEC on August 1, 2011 as part of our Current Report on Form 8-K.
10.04	Employment Agreement by and between the Company and Andrew Grant, dated October 11, 2011	Filed with the SEC on April 11, 2013, as part of our Annual Report on Form 10-K.
10.05	Employment Agreement by and between the Company and James Beaumont, dated February 29, 2012	Filed with the SEC on April 11, 2013, as part of our Annual Report on Form 10-K.
10.06	Private Placement Agreement	Filed with the SEC on December 20, 2012 as part of our Current Report on Form 8-K.
10.07	Private Placement Agreement	Filed with the SEC on May 17, 2013 as part of our Current Report on Form 8-K.
14.01	Code of Ethics	Filed with the SEC on August 18, 2010 as part of our Registration Securities on Form S-1.
16.01	Representative Letter from Peter Messineo, CPA	Filed with the SEC on February 19, 2013 as part of our Current Report on Form 8-K.
16.02	Letter from DKM Certified Public Accountants, dated April 29, 2013.	Filed with the SEC on April 30, 2013, as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	~~Filed~~Furnished herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	~~Filed~~Furnished herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	~~Filed~~Furnished herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	~~Filed~~Furnished herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	~~Filed~~Furnished herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	~~Filed~~Furnished herewith.
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

1617

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		POWDER RIVER COAL CORP.
Dated: August 13, 2013		/s/ Andrew Grant
Dated: January 24, 2014		/s/ Andrew Grant
		ANDREW GRANT
		Its: President, Chief Executive Officer, Chief Financial Officer, and Treasurer
		Its: Chief Executive Officer and Chief Financial Officer

~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.~~ 18

Dated: August 13, 2013	/s/ Andrew Grant
	By: ANDREW GRANT Its: Director
Dated: August 13, 2013
	/s/ James R. Beaumont By: JAMES R. BEAUMONT Its: Director

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