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

                                FORM 10-KSB/A-1

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended     December 31, 2003
                                   -----------------

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

          For the transition period from _____________ to ____________

     Commission file number   000-31945
                              ---------

                        POWDER RIVER BASIN GAS CORP.
                       -----------------------------
        (Name of small business issuer as specified in its charter)

                          104, 3208  8th Avenue NE
                          Calgary, Alberta T2A 7V8
                               (403) 263-4145
         (Address of principal executive office & telephone number)

     Colorado                                               84-1521645
(State of incorporation)                    (IRS Employer Identification #)

     Securities registered under Section 12(b) of the Exchange Act:   None

     Securities registered under Section 12(g) of the Exchange Act:
                       Common Stock, $.001 par value

[x]  Check whether the issuer (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.

     [X] Yes [  ] No

[x]  Check if disclosure of delinquent filers in response to Item 405 of
     Regulation SB is not contained in this form, and no disclosure will be
     contained, to the best of registrant's knowledge,in definitive proxy
     or information statements incorporated by reference in Part III of
     this Form 10-KSB or any amendment to this Form 10-KSB

     State issuer's revenues for the most recent fiscal year: $0

     The aggregate market value of the voting and non-voting common equity
     held by non-affiliates computed by reference to the average bid and
     asked price of such common equity, as of December 31, 2003 was
     $1,298,859.

     The current number of shares outstanding of Powder River Basin Gas
     Corporation common stock is 46,387,833 as of December 31, 2003.



This amended Form 10-KSB in being filed to include Exhibits 31 and 32, which
were inadvertently omitted from our original 10KSB filing on March 30, 2004.






                                 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.


(Registrant):                      Powder River Basin Gas Corporation

/s/ Brian D. Fox                   Date:  April 12, 2004
Brian D. Fox, President