10-Q 1 l38046e10vq.htm FORM 10-Q e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
     
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
BAYOU CITY EXPLORATION, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
     
     
NEVADA
(State or Other Jurisdiction of
Incorporation of Organization)
  61-1306702
(IRS Employer Identification No.)
632 Adams Street — Suite 700, Bowling Green, KY 42101
(Address of Principal Executive Offices)
(800) 798-3389
(Issuer’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Not Applicable
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
Yes þ                    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o                    No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
Shares outstanding for each class of stock as of the latest practicable date
         
Title or Class   Share Outstanding on October 31, 2009
Common Stock, $0.005 par value
    26,653,633  
Preferred Stock, $0.001 par value
    0  
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
Yes o                    No þ
 
 

 


 

             
 
  PART I
FINANCIAL INFORMATION
       
 
           
ITEM 1.
  FINANCIAL STATEMENTS (UNAUDITED)        
 
           
 
  FINANCIAL STATEMENTS OF REGISTRANT        
 
  BALANCE SHEETS AS OF JUNE 30, 2009 AND DECEMBER 31, 2008     3  
 
  STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008     4  
 
  STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008     5  
 
  NOTES TO FINANCIAL STATEMENTS     6  
 
           
  MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS     7  
 
           
  CONTROLS AND PROCEDURES     11  
 
           
 
  PART II
OTHER INFORMATION
       
 
           
  LEGAL PROCEEDINGS     12  
 
           
  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS     12  
 
           
  DEFAULTS UPON SENIOR SECURITIES     12  
 
           
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     12  
 
           
  OTHER INFORMATION     12  
 
           
  EXHIBITS     12  
 
           
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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BAYOU CITY EXPLORATION, INC.
BALANCE SHEETS
                 
    September 30,     December 31,  
    2009     2008  
    (Unaudited)          
ASSETS
               
 
               
CURRENT ASSETS:
               
Cash
  $ 25,411     $ 18,042  
Accounts receivable:
               
Trade and other (net of reserves — $37,468 as of September 30, 2009 and $222,011 as of December 31, 2008).
    133,480       210,674  
 
           
TOTAL CURRENT ASSETS
    158,891       228,716  
 
               
PROPERTY, PLANT, AND EQUIPMENT, NET
    242,554       5,834  
 
               
 
           
TOTAL ASSETS
  $ 401,445     $ 234,550  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
               
 
               
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 92,601     $ 354,789  
Accounts payable — related party
    134,906       246,298  
AFE advances from JIB owners
          51,186  
Notes payable — related parties
    425,000       616,569  
 
           
 
               
TOTAL CURRENT LIABILITIES
    652,507       1,268,842  
 
               
LONG TERM LIABILITY — P&A COSTS
          43,806  
 
           
 
               
TOTAL LIABILITIES
    652,507       1,312,648  
 
           
 
               
STOCKHOLDERS’ DEFICIT:
               
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2009 and December 31, 2008
           
Common stock, $0.005 par value; 150,000,000 shares authorized; 26,653,633 shares issued and outstanding at September 30, 2009 and December 31, 2008
    133,268       133,268  
Additional paid in capital
    13,284,765       13,284,765  
Accumulated deficit
    (13,669,095 )     (14,496,131 )
 
           
 
               
TOTAL STOCKHOLDERS’ DEFICIT
    (251,062 )     (1,078,098 )
 
           
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
  $ 401,445     $ 234,550  
 
           
The accompanying notes are an integral part
of these financial statements

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BAYOU CITY EXPLORATION, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
OPERATING REVENUES:
                               
Oil and gas sales
  $ 226,457     $ 19,054     $ 756,075     $ 53,214  
 
                       
TOTAL OPERATING REVENUES
    226,457       19,054       756,075       53,214  
 
                       
 
                               
OPERATING COSTS AND EXPENSES:
                               
Lease operating expenses and production taxes
    15,029       (5,396 )     46,732       (3,541 )
Impairment, abandonment and dry hole costs
          3,750             3,750  
Exploration costs
                      14,899  
Depreciation, depletion and amortization
                5,834       31,147  
General and administrative costs
    56,859       37,931       62,707       225,970  
 
                               
 
                       
TOTAL OPERATING COSTS
    71,888       36,285       115,273       272,225  
 
                       
 
                               
OPERATING INCOME (LOSS)
    154,569       (17,231 )     640,802       (219,011 )
 
                       
 
                               
OTHER INCOME (EXPENSE):
                               
Interest expense
    (7,336 )     (9,352 )     (25,409 )     (28,208 )
Gain (loss) on sale of assets
                      (22,129 )
Forgiveness of debt
          10,880       167,344       24,898  
Miscellaneous income
    2,095       563       44,299       563  
 
 
                       
NET INCOME (LOSS) BEFORE INCOME TAX
    149,328       (15,140 )     827,036       (243,887 )
 
                       
 
                               
Income Tax Provision
                       
 
                       
 
                               
NET INCOME (LOSS)
  $ 149,328     $ (15,140 )   $ 827,036     $ (243,887 )
 
                       
 
                               
 
                       
NET LOSS PER COMMON SHARE
  $ 0.01     $ (0.00 )   $ 0.03     $ (0.01 )
 
                       
 
                               
Weighted Average Common Shares Outstanding — Basic and Diluted
    26,653,633       26,653,633       26,653,633       26,653,633  
 
                       
The accompanying notes are an integral part
of these financial statements

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BAYOU CITY EXPLORATION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
                 
    Nine Months Ended  
    September 30,  
    2009     2008  
 
               
CASH FLOW FROM OPERATING ACTIVITIES:
               
 
               
Net Income (Loss)
  $ 827,036     $ (243,887 )
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
               
Depreciation, depletion, and amortization
    5,834       31,147  
Impairment, abandonment, and dry hole costs
          3,750  
Loss on sale of assets
          22,129  
Forgiveness of Debt
    (167,344 )      
Change in operating assets and liabilities:
               
Accounts receivable — trade
    77,194       (10,438 )
Prepaid expense and other assets
          7,024  
AFE advances — JIB owners
    (51,186 )      
Accounts payable — related party
    (111,392 )     (45,130 )
Accounts payable and accrued liabilities
    (94,844 )     (159,014 )
Long term liability — P&A costs
    (43,806 )        
 
               
 
           
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    441,492       (394,419 )
 
           
 
               
CASH FLOW FROM INVESTING ACTIVITIES:
               
Purchase of furniture and computer equipment
          (3,977 )
Purchase of oil and gas properties
    (242,554 )      
Proceeds from sale of assets
          408,936  
 
               
 
           
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    (242,554 )     404,959  
 
           
 
               
CASH FLOWS FROM FINANCIANG ACTIVITIES:
               
 
               
Payments on long term debt
    (207,019 )     (7,452 )
Proceeds from BR Group line of credit
    15,450       23,295  
 
               
 
           
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    (191,569 )     15,843  
 
           
 
               
NET INCREASE IN CASH
    7,369       26,383  
 
               
CASH AT BEGINNING OF PERIOD
    18,042       21,714  
 
               
 
           
CASH AT END OF PERIOD
  $ 25,411     $ 48,097  
 
           
 
               
The accompanying notes are an integral part
of these financial statements
 
               
Supplemental Disclosure of Cash Flow Information:
               
 
               
Cash paid during period for:
               
Interest
  $ 72,769     $  

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BAYOU CITY EXPLORATION, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2009
1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM REPORTING
The financial statements of the Registrant included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States has been omitted, the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Form 10-K of the Registrant for its fiscal year ended December 31, 2008 and subsequent filings with the Securities and Exchange Commission.
The financial statements included herein reflect all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary to present a fair statement of the results for the interim periods. The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year.
2. GOING CONCERN
The Company’s financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The independent registered public accounting firm’s report on our financial statements for the year ended December 31, 2008 included an explanatory paragraph stating that we have experienced recurring losses from operations and that our limited capital resources raises substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. For the years ended December 31, 2008 and 2007 the Company’s statement of operations reflects a net loss from continued operations of $174,000 and $1,464,000, respectively. For the nine months ended September 30, 2009 the Company’s statement of operations reflects a net income from continued operations of $827,000 and for September 30, 2008 the Company’s statements of operations reflects a net loss of $244,000.
The Company’s ability to meet future cash and liquidity requirements is dependent on a variety of factors, including its ability to raise more capital, continued success of newly producing wells, the Sien #1 and the Rooke #1, successfully negotiating extended payment terms and discounts with its creditors, and successfully implementing its plans of restructuring for the Company. The presence of the going concern note may have an adverse impact on the Company’s relationship with third parties such as potential investors. If the Company is unable to continue as a going concern it would have to liquidate its remaining assets, if any.
3. SALE OF PROPERTY:
In February, 2008, the Company was successful in selling its McAllen West Prospect and received $358,000. The Company had costs of $300,000 associated with this prospect previously included in property and equipment on the Company’s balance sheet resulting in a $58,000 gain on sale of assets recognized in the Company’s statement of operations for the nine months ended September 30, 2008.
The fee mineral acres of the McAllen West Prospect secured the line of credit from BR Group. The sales proceeds from the secured property have not been paid to BR Group. BR Group has not yet demanded the proceeds from the sale to be paid on the secured indebtedness, but instead has allowed the sales proceeds to remain in Bayou to be used for operating capital. The Company is under negotiations to extend the terms of its line of credit to allow the Company to continue to retain a portion of the funds from the sale of this secured property for operating capital until additional sources of capital are obtained. No agreement has yet been finalized with BR Group.
On June 30, 2008, the Company sold its remaining furniture, computers, and equipment located in its Houston office space to Gulf Coast Drilling Company (“Gulf Coast”), an affiliate of BR Group for $50,000 in a non-cash transaction. This agreed sales price was applied to the Company’s liability to Gulf Coast for the excess of drilling advances received for the King Unit #1 well in 2006 over the actual amount of Gulf Coast’s participation for the costs attributable to the King Unit #1 well.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS
GENERAL OPERATIONS
Bayou City Exploration, Inc., (the “Company”), a Nevada corporation, was organized in November 1994, as Gem Source, Incorporated (“Gem Source”), and subsequently changed the name to Blue Ridge Energy, Inc. in May 1996. In September 2005, the Company changed its name to Bayou City Exploration, Inc.
The Company is engaged in the oil and gas business primarily in the gulf coast of Texas, east Texas, south Texas, and Louisiana. The Company develops oil and gas prospects for the drilling of oil and gas wells and attempts to sell the prospects to oil and gas exploration companies under terms that provide the participating company will provide the funds necessary to drill and complete a well on the prospect, reimburse the Company for any leasehold or exploration costs associated with the prospect, pay the Company a prospect fee for developing the oil and gas prospect, and allow the Company to retain a carried interest in the well to be drilled. The wells drilled by the Company included both exploratory and development wells.
The Company’s corporate headquarters are located at 632 Adams Street, Suite 700, Bowling Green, Kentucky 42101. Since April 3, 2008, Robert D. Burr has been the sole officer of the Company and has served as President and Chief Executive Officer of the Company and acting Chief Financial Officer.
The Company seeks to sell a portion of the interest in each prospect it generates to an operator that will be responsible for the drilling and operating of the oil and gas properties. Currently, all the Company’s ownership in oil and gas wells is through non-operated working and royalty interests.
The Company’s financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The independent registered public accounting firms’ report on our financial statements as of and for the year ended December 31, 2008 includes an explanatory paragraph that states the Company has experienced recurring losses from operations and its limited capital resources raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company plans to pursue other sources of capital through either the issuance of debt or equity securities. The Company also owns a royalty interest in the Sien #1 well which went into production in November 2008 and is currently producing cash flows sufficient to cover its ongoing operations.
At the end of February, 2008, the Company reduced its exploration budget by terminating its monthly contract payment arrangement with the two remaining contract geological staff located in Houston, Texas. With the Sien #1 well cash flow, the Company is currently looking to reorganize its business plan and negotiate settlements with its creditors in order to produce a long term strategic business plan.
The Company’s office lease in Houston Texas expired June 2008 which completed the Company’s move from the Houston office space to the new corporate headquarters in Bowling Green, Kentucky. The Company sold its remaining furniture, computers, and equipment located in the Houston office space to Gulf Coast Drilling Company (“Gulf Coast”), an affiliate of BR Group for $50,000 in a non-cash transaction. This agreed sales price was applied to the Company’s liability to Gulf Coast for the excess of drilling advances received for the King Unit #1 well in 2006 over the actual amount of Gulf Coast’s participation for the costs attributable to the King Unit #1 well.
During the first nine months of 2009, the Company was successful in reaching settlement or payout arrangements with some of its vendors. Negotiations are still in progress with several other vendors in an attempt to reach terms of settlement or a payout plan regarding the Company’s current accounts payable. A gain of $167,000 has been recognized for the first nine months of 2009 due to these negotiations.
In prior years the Company has financed much of its operations through the sale of securities. For the nine months ended September 30, 2009 and 2008 the Company sold no shares of common stock and no warrants or options were exercised.

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As of September 30, 2009, the Company had total assets of $401,000, total liabilities of $652,000 and a stockholders’ equity deficit of $251,000. The Company had a net income of $827,000 for the nine months ended September 30, 2009 and net loss of $244,000 for the same period in 2008. The net income per common share was $0.03 per share during the nine months ended September 30, 2009 as compared to a net loss of $0.01 during the same period in 2008. All per share data in this report has been adjusted to give effect to applicable stock issues and conversions.
All of the Company’s periodic report filings with the SEC pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, are available through the SEC web site located at www.sec.gov, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. The Company will also make available to any stockholder, without charge, copies of its Annual Report on Form 10-K as filed with the SEC and a copy of its Code of Ethics. For copies of this, or any other filings, please contact: Robert D. Burr at Bayou City Exploration, Inc., 632 Adams Street — Suite 700, Bowling Green, KY 42101 or call (800)-798-3389.
DESCRIPTION OF PROPERTIES
During the nine months ended September 30, 2009 one of the Company’s two producing wells, the Pedigo #1, went dry and was subsequently plugged and abandoned. During the second and third quarter of 2009 the Company participated in the drilling of several new wells, see description below. During 2008, the Company did not participate in the drilling of any new wells.
The following are the primary properties the Company has an interest in as of September 30, 2009:
Key Developed Properties:
Sien #1: The Company owns an 8.1% royalty interest in 1 well located in Arkansas County, Texas which began producing in the fourth quarter of 2008. The well produces approximately 6200 Mcf per day and 70 Bbls of oil per day.
Rooke #1: The Company owns a 10% working interest in 1 well located in Refugio County, Texas which was drilled during the second and third quarters of 2009. The well went through completion and as of September 28, 2009 started producing about 450 Mcf per day and 40 Bbls of oil per day. It’s too early to know how this production will level out but the initial signs are promising.
Chapman No. 75-1: The Company owns a 10% working interest in 1 well located in Nueces County, Texas which was drilled during the third quarter of 2009 and has gone to completion. As of the filing date of this report it is believed that the well will be a producing well, but the level of the net revenues that the Company will receive is unknown. This should be known by the end of the year.
Powers #1: The Company owns a 2.5% working interest in 1 well located in Colorado County, Texas which was drilled during the third quarter of 2009 and has also gone to completion. As of the filing date of this report it is believed that the well will be a producing well, but the level of the net revenues that the Company will receive is unknown. This should be known by the end of the year.
Garcitas #1: The Company has committed to purchase a 10% working interest in 1 well located in Jackson & Victoria Counties, Texas. The well is scheduled to be drilled in the fourth quarter of 2009.
King Prospect: The Company has committed to purchase a 10% working interest in one well located in Refugio County, Texas. The well is scheduled to be drilled in the fourth quarter of 2009.
Key Undeveloped Properties:
At this time the Company has no undeveloped properties under lease.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
The Company had a net income of $149,000 for the three months ended September 30, 2009 compared to a net loss of $15,000 for the same period in 2008. The net income per common share was $0.01 per share during the second quarter of 2009 compared to a net loss $0.00 per share during the second quarter of 2008. The substantial increase in net income in the second quarter of 2009 was the result of the Sien #1 well production and collections of $20,000 of receivables previously written off as bad debts.

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OPERATING REVENUES
Operating revenues from oil and gas sales were $226,000 during the three months ended September 30, 2009 as compared to $19,000 during the three months ended September 30, 2008 due to Sien #1 well production being substantially higher than the Pedigo #1 well was last year during the same period.
DIRECT OPERATING COSTS
Direct operating costs are reflected as lease operating expenses and production taxes on the company’s income statement of operations and were $15,000 for the three months ended September 30, 2009 as compared to ($5,000) during the three months ended September 30, 2008. The increase is a result of production taxes paid on the Sien #1 well.
EXPLORATION COSTS
Exploration costs during the third quarter of 2009 and 2008 were $-0-. This is because at the end of February, 2008, the Company reduced its exploration budget by terminating its monthly contract payment arrangement with the two remaining contract geological staff located in Houston, Texas. The Company continued a consulting agreement arrangement with one of the independent geological staff contract persons which allowed the consultant to use its Houston office space as long as it was available. Thereafter the consultant is responsible for providing his work space at his own expense. The Houston office lease expired and was vacated by the Company as of June 30, 2008. The Company continues to furnish geophysical data under its Eco Geophysical license to the independent contract geologist for the development of prospects; however the contract geologist will be paid a prospect fee only for each prospect accepted by the Company.
OTHER OPERATING EXPENSES
The Company’s general and administrative expenses increased to $57,000 for the third quarter 2009 as compared to $38,000 for the third quarter of 2008. The increase mainly due to the fact that the company is now paying modest salaries to the CEO and Controller and is paying Blue Ridge Group an $11,000 quarterly management fee for use of it’s offices, computer system and clerical support.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
The Company had a net income of $827,000 during the nine months ended September 30, 2009 compared to net loss of $244,000 for the same period in 2008. The net income per common share was $0.03 per share for the nine months ended September 30, 2009 compared to a net loss of $0.01 per share for the nine months ended September 30, 2008.
The increase in net income for the nine months ended September 30, 2009 over the same period for 2008 was due to several factors; a substantial increase in oil and gas sales for the nine month period primarily due to the Sien #1 well production which began production in late 2008, a large decrease in depreciation, depletion and amortization due to the actual plugging costs of the Pedigo #1 well being less than previously estimated, collection of receivables previously written off and negotiating with creditors to settle their debt for less than actually owed.
OPERATING REVENUES
Operating revenues totaled $756,000 during the nine months ended September 30, 2009 as compared to $53,000 during the nine months ended September 30, 2008. This is primarily due to the production of the Sien #1 well.
In February, 2008, the Company was successful in selling its McAllen West Prospect and received $358,000. The Company had costs of $300,000 associated with this prospect previously included in property and equipment on the Company’s balance sheet resulting in a $58,000 gain on sale of assets recognized in the Company’s statement of operations for the nine months ended September 30, 2008.
The fee mineral acres of the McAllen West Prospect secured the line of credit from BR Group. The sales proceeds from the secured property were not paid to BR Group. The Company did however successfully renegotiate the existing line of credit during the third quarter and extended it for a period of one year.
DIRECT OPERATING COSTS
Direct operating costs totaled $47,000 during the nine months ended September 30, 2009, as compared to ($4,000) during the same period in 2008. The increase is a direct result of the Sien #1 well production taxes that went into production in late 2008.

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EXPLORATION COSTS
Exploration costs during the nine months ended September 30, 2009 were $-0- compared to $15,000 for the same period in 2008. During early 2008, the Company maintained its geological staff in its Houston office but reduced all other exploration expenses as much as possible because of limited cash flow in the first six months of 2008. At the end of February, 2008, the Company reduced its exploration budget by terminating its monthly contract payment arrangement with the two remaining contract geological staff located in Houston, Texas. The Company continued a consulting agreement arrangement with one of the independent geological staff contract persons which allowed the consultant to use its Houston office space as long as it was available. Thereafter the consultant is responsible for providing his work space at his own expense. The Houston office lease expired and was vacated by the Company as of June 30, 2008. The Company continues to furnish geophysical data under its Eco Geophysical license to the independent contract geologist for the development of prospects; however the contract geologist will be paid a prospect fee only for each prospect accepted by the Company.
OTHER OPERATING EXPENSES
Depreciation, depletion and amortization expense for the nine months ended September 30, 2009 was $6,000 as compared to $31,000 in the nine months ended September 30, 2008. General and administrative expenses decreased to $63,000 for the nine months ended September 30, 2009 as compared to $226,000 for the nine months ended September 30, 2008. The decrease is mainly a result of the collecting $171,000 of receivables that had been previously written off.
OTHER INCOME (EXPENSES)
Net other income for the nine months ended September 30, 2009 was $186,000 as compared to net other expenses for the same period in 2008 of $25,000. The major difference is a result of the Company negotiating with most of its creditors to accept reduced amounts to settle the Company’s debt if paid immediately. The Company has been successful in negotiating a reduction of debt of $167,000. In addition to this, the actual costs for plugging the Pedigo #1 well were $39,000 less than the Company had previously set up as a liability when the well went into production several years ago.
INCOME TAX PROVISION
Consistent with the prior period, the Company did not record a provision for income taxes due to the continued net losses incurred or available via the federal income tax carry forward provisions. A valuation allowance continues to be recorded due to the uncertainty regarding the Company’s ability to utilize the deferred tax assets.
CAPITAL RESOURCES AND FINANCIAL CONDITION
The Company’s current ratio (current assets / current liabilities) was .24 to 1 as of September 30, 2009 compared to .18 to 1 as of December 31, 2008. This increase is mainly due to a reduction in liabilities due to the Companies ability to settle many of its outstanding liabilities at a substantial discount during the first half of 2009 and pay off many more with the cash flow generated by the Sien #1 well.
The Company’s primary source of cash during the first nine months of 2009 was from the production of the Sien #1 well. At this point it is unclear as to the total potential reserves of this well, therefore future cash flows and duration of those cash flows cannot be know with any degree of certainty.
Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The independent registered public accounting firms’ report on our financial statements as of and for the year ended December 31, 2008 includes an explanatory paragraph that states the Company has experienced recurring losses from operations and its limited capital resources raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company’s ability to meet future cash and liquidity requirements is dependent on a variety of factors, including our ability to raise more capital, generate adequate cash flow by re-investing the cash received from the Sein #1 well, and successfully negotiate extended payment terms with our creditors and implement our plans of restructuring as described above. The presence of the going concern note may have an adverse impact on our relationship with third parties such as potential investors. If we are unable to continue as a going concern we would have to liquidate our remaining assets, if any.

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CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-15(e) and 15d-15 (e) under the Securities Exchange Act of 1934 (Exchange Act) promulgated thereunder, our management, including our Chief Executive Officer (CEO) and Acting Chief Financial Officer (ACFO) evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2009 (the “Evaluation Date”). Based on this evaluation, our management including the CEO and ACFO concluded that the disclosure controls and procedures of the Company were effective, at a reasonable assurance level, as of September 30, 2009 to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and ACFO, in a manner that allows timely decisions regarding required disclosure. We did not effect any change in our internal controls over financial reporting as of September 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no current legal proceedings against the Company. However, negotiations are in process to resolve liabilities to certain vendors. If not resolved, various legal actions may be filed against the Company for the collection of these debts.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit 31.1     Chief Executive Officer’s 302 Certification
 
Exhibit 31.2     Chief Financial Officer’s 302 Certification
 
Exhibit 32.1     Chief Executive Officer’s 906 Certification
 
Exhibit 32.2     Chief Financial Officer’s 906 Certification

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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  BAYOU CITY EXPLORATION, INC.
 
 
Date: November 12, 2009  By   /s/ Robert D. Burr    
    Chief Executive Officer and   
    President and Acting Chief Financial Officer   

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