UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~

~~September~~THE ~~19,~~SECURITIES ~~2012~~EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) : December 17, 2012

~~Powder~~POWDER ~~River~~RIVER ~~Coal~~COAL ~~Corp~~CORP.

(Exact name of ~~registrant~~Company as specified in its charter)

Florida


Florida	000-54257	27-3079741
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	123 W. 1^st Street, Suite 675 Casper, WY 82601
	(Address of principal executive offices)
	Phone: (307) 459-0571
	(Company’s Telephone Number)

~~(State~~Check orthe ~~Other~~appropriate ~~Jurisdiction~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Incorporation)~~the Company under any of the following provisions:

~~000-54257~~[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~Commission~~17 ~~File~~CFR ~~Number~~240.14a-12)

27[ ] Pre-~~3079741~~commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(~~IRS~~c) ~~Employer~~under ~~Identification~~the NoExchange Act (17 CFR 240.13e-4(c))

~~123~~Section W.8 ~~1st~~– ~~Street,~~Other ~~Suite 675, Casper, Wyoming 82601~~Events

~~(Address~~Item of8.01 ~~Principal~~Other ~~Executive Offices and Zip Code)~~Events.

On December 17, 2012 Powder River Coal Corp. (~~307~~the “Company”) ~~459-0571~~closed a private placement of 300,000 units (the “Units”) at a price of US $0.25 per Unit (such subscription and agreement to purchase being the “Subscription”) for the total purchase price of US $75,000 (the ‘Subscription Proceeds”)

Each Unit will consist of one common share in the capital of the Company (~~Registrant’s~~each, ~~Telephone~~a ~~Number~~“Share”) and one common share purchase warrant (a “Warrant”) that is subject to adjustment. One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, ~~Including~~a ~~Area~~“Warrant ~~Code~~Share”), as presently constituted, for a period of three (3) years commencing from the closing date, at a price per Warrant Share of US $1.25 per Warrant Share.

~~Check~~The ~~the~~common ~~appropriate~~shares ~~box~~were ~~below~~offered ifby the ~~Form~~Company ~~8-K~~pursuant ~~filing~~to isan ~~intended~~exemption tofrom ~~simultaneously~~registration ~~satisfy~~under Regulation S of the ~~filing~~Securities ~~obligation~~Act of ~~the~~1933, ~~registrant~~as ~~under~~amended. ~~any~~The ofprivate ~~the~~placement ~~following~~was ~~provisions:~~fully subscribed to by one non-U.S. person.

~~[__]~~For all the terms and provisions of the private placement, reference is hereby made to such document annexed hereto as Exhibits 10.1. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.

~~Written~~Item ~~communications~~9.01 ~~pursuant~~Financial toStatements ~~Rule~~and ~~425 under the Securities Act~~ Exhibits

(~~17 CFR 230.425~~c) Exhibits:

~~[__]~~Exhibit No. Description

~~Soliciting~~10.1 Form ~~material~~of ~~pursuant~~Private toPlacement ~~Rule~~Subscription ~~14a-12 under the Exchange Act~~ Agreement

~~(17 CFR 240.14a-12)~~SIGNATURE

~~[__]~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pre-commencement~~POWDER ~~communications~~RIVER ~~pursuant~~COAL ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~CORP.~~14d-2(b))~~

~~[__]~~Date: December 20, 2012

~~Pre-commencement~~By: ~~communications~~/s/ ~~pursuant~~Andrew ~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)~~Grant

~~Section~~Andrew ~~3 – Securities and Trading Markets~~Grant

~~Item~~President ~~3.02~~& ~~Unregistered Sales of Equity Securities.~~CEO

On September 19, 2012, Powder River Coal Corp. (“PRCC” or the “Company”) executed and accepted a Subscription Agreement from Evpatoria Holdings, Ltd., to issue 300,000 Units of the Company’s unregistered Securities (as hereinafter defined) at the aggregate price of US$75,000.00 ($0.25 per Unit).

Each Unit consists of one share of common stock of the Company (each, a “Share”) and one common share purchase warrant (a “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 (each, a “Warrant Share”), as presently constituted, for a period of three (3) years commencing from the Closing Date of September 19, 2012, at a price per Warrant Share of US$1.25 per Warrant Share. The Shares, Warrants and the Warrant Shares are referred to as the “Securities”.

The Company relied upon the transaction exemptions set forth pursuant to Securities and Exchange Commission Regulation S (“Regulation S”) in connection with the issuance of its unregistered Securities. The subscribing foreign entity provided the following acknowledgements, representations and warranties to the Company in connection with the sale under Regulation S:

none of the Securities have been registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and federal securities laws;

the Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities;

the Company will refuse to register any transfer of the Shares and/or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws; and

the statutory and regulatory basis for the exemption claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available

if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws.

Based upon the foregoing facts and representations of subscriber and the Company’s familiarity such foreign subscriber, the Company is satisfied that it has complied with the requirements of Regulation S.

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 hereunto duly authorized.

POWDER RIVER COAL CORP.

By:

/s/: Andrew D. Grant

Andrew D. Grant, Chief Executive Officer

DATED: September 20, 2012.

Filing Compare · Powder River Coal Corp.