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

~~THE~~March ~~SECURITIES~~13, ~~EXCHANGE ACT OF 1934~~2014

Date of Report (Date of earliest event reported)~~: MAY 16, 2013~~

Powder River Coal Corp.

(Exact name of registrant as specified in its charter)

Florida

(State or Other Jurisdiction of Incorporation)

000-54257

(Commission File Number)

27-3079741

(IRS Employer Identification No.)

123 W. 1^st Street, Suite 675, Casper, Wyoming 82601

(Address of Principal Executive Offices and Zip Code)

(307) 459-0571

(Registrant's Telephone Number, Including Area Code)

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:

[__]	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

(17 CFR 240.14a-12)

[__]	Pre-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(c) under the Exchange Act (17 CFR 240.13e-4(c)

Section 5 – Corporate Governance and Management

Item 5.02 Election of Directors; Appointment of Certain Officers.

On March 10, 2014, we appointed Craig Russell, age 29, as a director for the Company. There have been no related transactions between the Company and Mr. Russell since the beginning of our last fiscal year.

Craig Russell has over six years of project management and financial experience. Mr. Russell has a degree in Economics and training in Mineral project and financial appraisal from Imperial College London. He also has qualifications in project management and management accountancy.

Mr. Russell started his career within retail in 2006 as a project coordinator overseeing the development and roll out of new initiatives for John Lewis where he was employed from September 2004 through September 2008. From September 2008 through January 2010 Mr. Russell worked within the accountancy team of an ecommerce company, Quidco, in London. Mr. Russell became the business analyst with Quidco, helping the company to develop its business model and increase growth. From August 2010 through January 2011 Mr. Russell worked for LTS, London, UK, an international fashion designer/retailer within their finance department. From February 2011 through present, Mr. Russell has served as the Chief Executive Officer for Bonanza Gold, a publicly listed mineral exploration company in Seattle, Washington. Mr. Russell's duties include overseeing mineral asset acquisitions.

We believe that Mr. Russell's experience in finance and the mineral acquisition industry will provide necessary technical expertise and leadership as an officer and director for our Company.

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.

~~(Exact~~By: /s/: Andrew ~~name~~D. ~~of Company as specified in its charter)~~Grant

Florida	000-54257	27-3079741
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	123 W. 1st Street, Suite 675 Casper, WY 82601
	(Address of principal executive offices)
	(307) 459-0571
	(Company’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions: [ ] 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 (17 CFR 240.14a-12) [ ] Pre-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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Andrew D. Grant,

~~Item~~Principal ~~1.01~~Executive ~~Entry into Material Definitive Agreement.~~Officer

OnPrincipal ~~May~~Financial 16, 2013, Powder River Coal Corp. (the “Company”) closed a private placement of 360,000 units (the “Units”) at $0.25 per Unit for a total offering price of $90,000. Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant (the “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, a “Warrant Share”), for a period of three (3) years commencing from the Closing, at a price per Warrant Share of $1.25 per Warrant Share. The Units were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by one non-U.S. person.Officer

~~For~~DATED: March ~~all the terms and provisions of the private placement~~13, ~~reference is hereby made to such document annexed hereto as Exhibits 10~~2014.~~1. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.~~

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Private Placement and sale of the Shares is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

10.1 Form of Private Placement Subscription Agreement

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.

POWDER RIVER COAL CORP.

Date: May 17, 2013

By: /s/ Andrew Grant

Andrew Grant

President & CEO

Filing Compare · Powder River Coal Corp.