UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August
28, 2008
POWDER
RIVER PETROLEUM INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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OKLAHOMA
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000-31945
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84-1521645
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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210
Park Ave., Suite 2900, Oklahoma City, OK 73102 *
(Address
of Principal Executive Offices) (Zip Code)
(405)
239-2121 *
(Registrant’s
Telephone Number, Including Area Code)
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*
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Address
and telephone number are those of the Registrant’s Receiver, Bruce W. Day,
Esq. See Form 8-K of Registrant, filed July 15, 2008, disclosing
appointment of the Receiver.
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Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01. Other
Events.
As
previously reported on Form 8-K dated July 15, 2008, the District Court of
Tulsa
County (the “Court”), case number CJ 2008-04855, by order dated July 14, 2008
(the “Order”) appointed Bruce W. Day as receiver (the “Receiver”) over the
Company. Subsequent to such appointment, the Receiver, pursuant to the Court’s
Order, has assumed all of the day-to-day administration and management of the
Company and its assets. On August 28, 2008, as required by the Order, the
Receiver filed his initial report to the Court to inform the Court of the
progress of the receivership (the “Receivership”) to date, and the Receiver's
plans for the Company for the immediate future. Among other things, the
Receiver's
report
to
the Court disclosed that the Receiver had taken custody or effective control
of
all the Company's funds and property that he had been able to initially
identify, and was continuing his diligence investigation to determine whether
additional assets (and/or claims) could be identified and marshaled. The
Receiver's
report
included, among other things, a segment discussing the Company's oil and gas
properties, and an outline on the Receiver's near term plan to bring value
to
the Receivership estate by identifying oil and gas properties from which
production can be obtained, collecting receivables, recovering lost or converted
assets, identifying legal causes of action, and promoting the business interests
of the Company.
The
Receiver reported that he had retained the services of an independent accountant
who, with the assistance of the Company’s CFO, Jeff Johnson, is attempting to
indentify the Company’s oil and gas properties as well as its current and past
due liabilities. In addition, the Receiver has also retained an independent
oil
and gas engineering consulting firm to evaluate the known oil and gas properties
of the Company and its working interest investors. The report will provide
the
estimated oil and gas reserves for the known oil and gas properties of the
Company, as well as a geological (prospective) evaluation of those properties.
The Receiver will be in a better position to evaluate the Company’s properties,
its prospects, and the value of investors’ potential future revenues when the
engineering report is received and an accounting is completed. Until then,
the
Company will not be able to complete the preparation of the financial statements
for the quarter ended June 30, 2008. As a result, and as previously reported
on
Form 12b-25 filed August 19, 2008, the Company has been, and continues to be
unable to file its Form 10-Q for such period. Until such time as the Company
is
able to complete the preparation of interim financial statements, the Company
will remain in non-compliance with its reporting obligations under the
Securities Exchange Act of 1934 (the “Exchange Act”). While the Company intends
to diligently work to finalize its financial statements as soon as reasonably
practicable, given its current financial and other constraints, combined with
the inability to predict the results of the Receiver's on-going diligence
investigation, the Company is unable at this time to determine with any degree
of certainty when it expects to be in full compliance with its reporting
obligations under the Exchange Act. The Receiver believes, however, based upon
his initial investigation, that the Company’s financial statements will be
materially restated.
A
copy of
the Receiver’s report is attached to this Report as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
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(d)
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The
following exhibits are filed
herewith:
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Powder
River Petroleum International, Inc.
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Date:
August 29, 2008
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By:
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/s/ Bruce W. Day
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Bruce W. Day
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Receiver
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1*
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Receiver’s
Report.
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*
Filed
herewith.