Washington, D.C. 20549

                                Form 12b-25

                        NOTIFICATION OF LATE FILING

      Form 10-K    Form 20-F    Form 11-K   X   Form 10-Q    Form N-SAR
 ----          ----         ----          -----          ----

                    Commission file number 000-31945

                        Powder River Basin Gas Corp
                          Full Name of Registrant

                            104, 3208 8th Ave NE
         Address of Principle Executive Offices (street and number)

                              Alberta, AB, T2A 7V8
                            City, State and Zip Code

PART II - RULES 12B-25 (B) AND (C)

     If the subject could be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed.  (Check if appropriate).

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

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

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


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

     The quarterly report of the Registrant on Form 10-QSB could not be
     filed because management requires additional time to compile and
     verify the data required to be included in the report.  The report
     will be filed within five calendar days of the date the original
     report was due.


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

     Brian Fox             (403)             263-5010
     ------------------  ----------     -----------------
     Name                Area Code      Telephone Number

(2)  Have all other reports required under Section 13 or 15 (b) of the
     Securities and Exchange Act of 1934 or Section 30 or the Investments
     Act of 1940 during the preceding 12 months (or for such shorter)
     period that the Registrant was required to file such reports been
     filed?  If answer is no, identify report(s).

       X   Yes       No
     ------     -----

(3)  Is it anticipated that any significant change in results of operations
     from the corresponding period for the last fiscal year will be
     reflected by the earnings statements to be included in the subject
     report or portion thereof?

            Yes   X   No
     ------     -----

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

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

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

Date: May 16, 2006                   /S/ Brian Fox
                                         Brian Fox, President