UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2007

PRB Energy, Inc.

 (Exact name of registrant as specified in its charter)

Nevada

 

333-120129

 

20-0563497

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation or organization)

 

 

 

Identification No.)

 

 

 

 

 

1875 Lawrence Street, Suite 450 Denver, Colorado

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (303) 308-1330

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 8.01  Other Events

On January 31, 2007, PRB Energy, Inc. (“PRB”) was notified by the American Stock Exchange (the “Amex”) that PRB’s additional listing application filed on January 5, 2007 relating to 1,250,000 shares of PRB common stock has been approved by the Amex.  PRB initially issued the shares on December 26, 2006 in connection with a financing arrangement without receiving prior approval from the Amex.  A warning letter was received on January 8, 2007 indicating that PRB did not comply with applicable Amex requirements.  PRB believes that it is now in compliance with the Amex rules that were the subject of the warning letter.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.

 

Description

99.1

 

Amex approval letter dated January 31, 2007

99.2

 

Press release dated February 2, 2007

 

SIGNATURES

Pursuant  to  the  requirement  of  the  Securities Exchange  Act  of 1934, the Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the undersigned  thereunto  duly  authorized.

 

PRB ENERGY, INC.

 

 

 

 

 

/s/ Robert W. Wright

 

 

Robert W. Wright

 

 

Chairman and Chief Executive Officer

 

 

 

February 2, 2007

 

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