<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

                                   FORM 10-QSB

(Mark One)

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

      FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

[ ]   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                                  61-1306702
      (State or Other Jurisdiction of                  (IRS Employer
      Incorporation or Organization)                Identification No.)

               10777 WESTHEIMER ROAD, SUITE 170, HOUSTON, TX 77042
                    (Address of Principal Executive Offices)

                                 (832) 358-3900
                (Issuer's Telephone Number, Including Area Code)

              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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 [X] No [ ]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 25,974,001 shares of common stock as
of August 10, 2006 and 23,300 shares of Series E Preferred Stock as of August
10, 2006.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

                                 Yes [ ] No [X]

================================================================================

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>                                                                                                                <C>
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

         FINANCIAL STATEMENTS OF REGISTRANT

         INDEX                                                                                                     NUMBER
         -----                                                                                                     ------

         BALANCE SHEETS AS OF JUNE 30, 2006 AND DECEMBER 31, 2005                                                     3
         STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005                    4
         STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005                                     5
         NOTES TO FINANCIAL STATEMENTS                                                                             6-14

ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS                                                    15-21
ITEM 3      CONTROLS AND PROCEDURES                                                                                  21

                                     PART II

                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS                                                                                        22
ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                              22
ITEM 3.     DEFAULTS UPON SENIOR SECURITIES                                                                          22
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                      22
ITEM 5.     OTHER INFORMATION                                                                                        23
ITEM 6.     EXHIBITS                                                                                                 23
SIGNATURE                                                                                                            24
</TABLE>

                                       2
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                            JUNE 30,        DECEMBER 31,
                                                                                              2006              2005
                                                                                          ------------      ------------
                                                                                           (UNAUDITED)
<S>                                                                                       <C>               <C>
                                     ASSETS

CURRENT ASSETS:
   Cash                                                                                   $  1,458,688      $  1,307,747
   Accounts receivable:
      Managed limited partnerships                                                              10,746            21,505
      Related parties                                                                           29,148           218,961
      Trade and other                                                                          748,832           664,555
   Prepaid expenses and other current assets                                                    97,758            76,225
                                                                                          ------------      ------------

        TOTAL CURRENT ASSETS                                                                 2,345,172         2,288,993

PROPERTY AND EQUIPMENT, NET                                                                  1,369,469         1,727,483
OTHER NONCURRENT ASSETS                                                                          7,024             7,024
                                                                                          ------------      ------------

        TOTAL ASSETS                                                                      $  3,721,665      $  4,023,500
                                                                                          ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                                  $    756,549      $    433,762
   Accounts payable-related parties                                                                 --            47,600
   AFE advances from JIB owners                                                                410,668           511,525
   Current portion of long term debt                                                            65,896            65,896
                                                                                          ------------      ------------

      TOTAL CURRENT LIABILITIES                                                              1,233,113         1,058,783

LONG TERM LIABILITY-P&A COSTS                                                                   79,842            77,842
LONG TERM DEBT                                                                                 324,288           356,621
                                                                                          ------------      ------------

      TOTAL LIABILITIES                                                                      1,637,243         1,493,246
                                                                                          ------------      ------------

COMMITMENTS AND CONTINGENCIES                                                                       --                --

STOCKHOLDERS' EQUITY:
   Preferred Stock, $0.001 par value; 5,000,000 shares authorized;
      Series E 23,300 shares issued and outstanding at June 30, 2006
      and December 31, 2005 (liquidation preference of $233,000
      at June 30, 2006 and December 31, 2005)                                                       23                23
   Common Stock, $0.005 par value; 150,000,000 shares authorized; 25,974,001
      shares issued and outstanding at June 30, 2006 and 24,436,467
      shares issued and outstanding at December 31, 2005                                       129,870           122,182
   Additional paid-in capital                                                               12,707,854        11,318,377
   Accumulated deficit                                                                     (10,753,325)       (8,910,328)
                                                                                          ------------      ------------

      TOTAL STOCKHOLDERS' EQUITY                                                             2,084,422         2,530,254
                                                                                          ------------      ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $  3,721,665      $  4,023,500
                                                                                          ============      ============
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements.

                                       3
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                          JUNE 30,                            JUNE 30,
                                                                   2006              2005              2006              2005
                                                               ------------      ------------      ------------      ------------
<S>                                                            <C>               <C>               <C>               <C>
OPERATING REVENUES:
Prospect fees from others                                      $     35,834      $         --      $     52,500      $         --
Prospect fees from related parties                                   10,000                --            10,000                --
Management Fees                                                          --           120,000            40,000           120,000
Oil and Gas Sales                                                    95,772            55,455           132,246           180,853
                                                               ------------      ------------      ------------      ------------

        TOTAL OPERATING REVENUES                                    141,606           175,455           234,746           300,853
                                                               ------------      ------------      ------------      ------------

OPERATING COSTS AND EXPENSES:
   Lease operating costs                                             43,974            10,436            57,133            62,938
   Dry hole and abandonment costs                                        --             5,110                --             5,110
   Exploration costs                                                 92,505           127,529           177,462           277,034
   Depreciation, depletion and amortization                          54,830            84,804           108,698           140,761
   Accretion expense                                                  1,000            12,500             2,000            12,500
   Stock-based compensation costs                                   315,535                --           567,685                --
   Advertising and marketing costs                                  122,645            11,047           224,680            11,047
   General and administrative costs                                 446,970           374,783           873,296           542,588
                                                               ------------      ------------      ------------      ------------

        TOTAL OPERATING COSTS                                     1,077,459           626,209         2,010,954         1,051,978
                                                               ------------      ------------      ------------      ------------

OPERATING LOSS                                                     (935,853)         (450,754)       (1,776,208)         (751,125)

OTHER EXPENSE:
   Interest expense                                                  (7,758)           (9,892)          (15,817)          (20,045)
   Loss on sale of assets                                           (36,992)               --           (36,992)               --
                                                               ------------      ------------      ------------      ------------

        TOTAL OTHER EXPENSE                                         (44,750)           (9,892)          (52,809)          (20,045)
                                                               ------------      ------------      ------------      ------------

        LOSS FROM OPERATIONS BEFORE INCOME TAXES                   (980,603)         (460,646)       (1,829,017)         (771,170)

INCOME TAX PROVISION                                                     --                --                --                --
                                                               ------------      ------------      ------------      ------------

       NET LOSS                                                $   (980,603)     $   (460,646)     $ (1,829,017)     $   (771,170)

       SERIES E PREFERRED STOCK CASH DIVIDENDS                       (6,990)           (6,990)          (13,980)          (13,980)
                                                               ------------      ------------      ------------      ------------

       NET LOSS ATTRIBUTABLE TO COMMON
       STOCKHOLDERS                                            $   (987,593)     $   (467,636)     $ (1,842,997)     $   (785,150)
                                                               ============      ============      ============      ============

       NET LOSS PER COMMON SHARE                               $      (0.04)     $      (0.02)     $      (0.07)     $      (0.04)
                                                               ============      ============      ============      ============

Weighted Average Common Shares Outstanding - Basic and
  Diluted                                                        25,800,047        21,266,094        25,447,669        21,266,094
                                                               ============      ============      ============      ============
</TABLE>

                  The accompanying notes are an integral part
                          of these financial statements.

                                       4
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                SIX MONTHS ENDED
                                                                                                    JUNE 30,
                                                                                             2006             2005
                                                                                          -----------      -----------
<S>                                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                                               $(1,829,017)     $  (771,170)
   Adjustments to reconcile net loss to net cash flows from
   operating activities:
      Depreciation, depletion and amortization                                                108,698          140,761
      Accretion expense                                                                         2,000           12,500
      Dry hole and abandonment costs                                                               --            5,110
      Loss on sale of assets                                                                   36,992               --
      Stock-based compensation expense                                                        567,685               --
      Change in operating assets and liabilities:
            Accounts receivable-trade and other                                                 5,854          (48,757)
            Accounts receivable-related parties                                               189,813            5,627
            Prepaid expenses and other assets                                                 (21,533)         (21,120)
            AFE advances-JIB owners                                                          (100,857)              --
            Accounts payable-related parties                                                  (47,600)              --
            Accounts payable and accrued expenses                                             322,787           51,592
                                                                                          -----------      -----------

       NET CASH USED IN OPERATING ACTIVITIES                                                 (765,178)        (625,457)
                                                                                          -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture and computer equipment                                               (27,983)         (53,891)
   Purchase of oil and gas properties                                                        (438,926)        (427,825)
   Proceeds from sale of assets                                                                 2,175               --
   Reimbursement of oil and gas properties                                                    597,686               --
                                                                                          -----------      -----------
       NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                                       132,952         (481,716)
                                                                                          -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long term debt                                                                    --           42,095
   Payments on long term debt                                                                 (32,333)         (28,105)
   Proceeds from 2005 US exempt offering                                                      110,000               --
   Proceeds from 2005 Regulation S offering                                                   315,000               --
   Proceeds from exercise of common stock warrants                                            404,480               --
   Dividends paid                                                                             (13,980)         (13,980)
                                                                                          -----------      -----------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                                              783,167               10
                                                                                          -----------      -----------

       NET INCREASE (DECREASE) IN CASH                                                        150,941       (1,107,163)

CASH AT BEGINNING OF PERIOD                                                                 1,307,747        1,465,675
                                                                                          -----------      -----------

CASH AT END OF PERIOD                                                                     $ 1,458,688      $   358,512
                                                                                          ===========      ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
       Accounts Receivable from Sale of Assets                                            $    79,372      $        --
                                                                                          -----------      -----------
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements.

                                       5
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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. 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-KSB of the
Registrant for its fiscal year ended December 31, 2005 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.

GENERAL

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 June 2005, the
Company changed its name to Bayou City Exploration, Inc. The Company's principal
office is located in Houston, Texas. The Company is engaged in the oil and gas
business primarily in the Gulf Coast of Texas and Louisiana, East Texas, and
South Texas with some gas production in Kentucky and West Virginia. The Company
acquires direct interest in oil and gas leases. The interest includes both
operated and non-operated working interest in exploratory and development wells.
The Company intends to maintain an active role in the oil and gas industry as an
operator of oil and gas wells, a participant in oil and gas programs and as an
independent producer of oil and gas. Since 2002, the Company has shifted its
focus on oil and gas exploration and development activities from the Appalachian
Basin to well-established producing geologic structures in the onshore Gulf
Coast areas of Texas and Louisiana, South Texas and East Texas.

On December 31, 2005, the Company accepted subscriptions in the aggregate amount
of $797,623 from an offering made in the United States to accredited investors
as defined in Regulation D ("US Exempt Offering") for a total of 797,623 units
(each a "US Unit") at a purchase price of $1.00 per US Unit. Each US Unit
consists of one share of the Company's common stock ("Common Stock") and one
warrant, which expires on December 31, 2007 ("US Warrant") to acquire one share
of Common Stock at a price of $1.75 per share. The US Warrants are transferable,
but only if, in the opinion of the Company's counsel, such transfer is made
pursuant to a registration statement or an exemption from applicable securities
registration requirements. Through June 30, 2006, the Company had accepted
additional subscriptions in the aggregate amount of $110,000 for US Units. In
addition, on December 31, 2005, the Company accepted subscriptions in the
aggregate amount of $1,272,750 from an offering made outside the United States
to eligible sophisticated investors pursuant to Regulation S (the "Regulation S
Offering") for a total of 1,272,750 units (each a "Regulation S Unit") at a
purchase price of $1.00 per Regulation S Unit. Each Regulation S Unit is
comprised of one share of Common Stock and one warrant, which expires on
December 31, 2007 ("Regulation S Warrant") to acquire one share of Common Stock
at a price of $1.75 per share. The Regulation S Warrants may be transferred, but
only if, in the opinion of the Company's counsel, such transfer complies with
the requirements of Regulation S and is made pursuant to a registration
statement or an available exemption from applicable securities registration
requirements. Through June 30, 2006, the Company had accepted additional
subscriptions in the aggregate amount of $315,000 for Regulation S Units. Both
of these offerings were closed in June 2006.

The Board of Directors has authorized for the Company to arrange for a private
placement of up to 2,000,000 units (the "Units") of securities of the Company at
a price of $1.25 per Unit with eligible purchasers. Each Unit consists of one
common share (the "Unit Shares") and one-half of one non-transferable share
purchase warrant (the "Warrants"), with each whole Warrant entitling the holder
thereof to purchase one additional common share (the "Warrant Shares") of the
Company's capital stock at a price of $2.00 until 4:00 pm Central time on the
date that is two years from the date of issuance of the Warrants.

In 2004, the Company conducted a "Non-U.S." private, restricted stock placement
arrangement on an exempt private placement basis pursuant to Regulation S (the
"Offering"). The Company offered up to an aggregate of 12,500,000 units, with no
minimum subscription, of its own issue to eligible sophisticated investors at a
subscription price of $0.20 per unit (each a Unit), with each such Unit
consisting of one common share, one share purchase warrant with an exercise
price of $0.50 expiring on December 31, 2005 and one piggyback warrant with an
exercise price of $1.00 expiring on December 31, 2006. The Company received
subscriptions totaling $2,474,000, net of expenses, for 12,500,000 Units through
December 31, 2004 and the Offering was closed on the same date. Another
1,250,000 Units were issuable as of December 31, 2004 as a finder fee for
services in connection with the Offering. Valuing these shares at the $0.20
offering price equates to a $250,000 fee. On April 28, 2005, the Company and all
of the investors in the

                                       6
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Offering as well as the two finders (collectively, the "Investors") entered into
a letter agreement (the "Letter Agreement") having an effective date of December
31, 2004, whereby all of the Investors agreed to surrender for cancellation all
of the piggyback warrants received in the Offering in order to prevent dilution
and to help attract investors for future possible financings. In addition, the
Company and the Investors agreed to correct a discrepancy between the
subscription agreements and the warrant certificates to confirm that the
exercise period of the warrants is from December 31, 2004 to December 31, 2005,
instead of May 17, 2004 to May 17, 2005 as set out in the subscription
agreements. In December 2005, the Board of Directors granted an extension to the
exercise period until June 30, 2006. By another Board resolution, the exercise
period has been extended to October 31, 2006. In August 2005, 800,000 warrants
were exercised for $400,000 and in November 2005 300,000 warrants were exercised
for $150,000. Through June 30, 2006, another 800,000 warrants were exercised for
$400,000.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the ordinary course of business. It is
management's opinion that the going concern basis of reporting its financial
position and results of operations is appropriate at this time. The Company has
obtained a resolution from Blue Ridge Group, Inc., a related party and the major
stockholder (see Note 3, "Related Party Transactions", to financial statements),
to provide the necessary financial support for the Company through at least July
1, 2007.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board (FASB) issued FAS
123(R), Share-Based Payment. This Statement eliminates the alternative to use
Opinion 25's intrinsic value method of accounting that was provided in FASB
Statement 123 as originally issued. Under Opinion 25, issuing stock options to
employees generally resulted in recognition of no compensation cost. Statement
123(R) requires entities to recognize the cost of employee services received in
exchange for awards of equity instruments based on the grant-date fair value of
those awards. This statement is effective for public entities that file as small
business issuers as of the beginning of the first interim or annual reporting
period that begins after December 15, 2005. This statement was adopted for the
first quarterly reporting period of 2006 beginning on January 1 using the
modified prospective method. Under this method, only new awards and awards
modified, repurchased, or cancelled after the required effective date will be
subject to requirements of FAS 123(R). No restatement of prior periods was
necessary. Additional, compensation expense will be recorded for any award with
a grant date prior to January 1, 2006 for which the requisite service has not
been performed. Reference the footnote on "Stock Options" for a detail
explanation of the effect on the Company's financial statements.

In June 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48). This
Interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. In addition, FIN 48 expands the disclosure
requirements concerning unrecognized tax benefits as well as any significant
changes that may occur in the next twelve months associated with such
unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after
December 15, 2006. FIN 48 is not expected to have a significant impact on future
financial statements.

In April 2005, the FASB issued FSP FAS 19-1 Accounting For Suspended Well Costs.
The FASB Staff concluded that well costs should continue to be capitalized when
the well has found a sufficient quantity of reserves to justify completion as a
producing well and the company is making progress assessing reserves and the
economic viability of the project. In effect, the Staff concluded that the
1-year period for assessing reserves as proved be waived provided that the two
criteria discussed above are consistently met. The FSP was effective for the
first interim period beginning after April 4, 2005. This FSP has had no impact
on the Company's financial statements.

In July 2005, the FASB issued FSP SOP 78-9-1 Interaction of AICPA Statement of
Position 78-9 and EITF Issue No. 04-5. The FASB amended SOP 78-9 so that
guidance in determining when a general partner controls a limited partnership is
consistent with guidance provided in EITF Issue No. 04-5. This FSP was effective
after June 29, 2005 for all newly formed partnerships and for the first
reporting period after December 15, 2005 for all other partnerships. This FSP
has no impact on the 2006 financial statements.

                                       7
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

In May 2005, the FASB issued FASB No. 154 Accounting Changes and Error
Corrections. This statement requires retrospective application to prior periods'
financial statements for changes in accounting principle. Previously, under APB
20, all such changes were recorded as a line item on the statement of operations
only in the period of change. This statement is effective for fiscal years
beginning after December 15, 2005 and has no impact on the 2006 financial
statements.

In March 2005, the FASB issued Interpretation 47 Accounting for Conditional
Asset Retirement Obligations - an Interpretation of FASB 143. This
interpretation addresses contingent legal obligations and clarified that
uncertainty of timing regarding resolution of a legal obligation does not
preclude measurement of the liability at the time it is incurred. The
Interpretation is effective for periods ending after December 15, 2005. This
does not impact the Company's accounting for its plugging and abandonment costs.

REVENUE RECOGNITION

Under the sales method, oil and gas revenue is recognized when produced and
sold. Management fees are recognized under the accrual method and recorded when
earned. Prospect fees charged under joint participation agreements are recorded
after execution.

ACCOUNTS RECEIVABLE

Accounts receivable are from oil and gas sales produced and sold during the
reporting period but awaiting cash payment, from expenditures paid on behalf of
the limited partnerships, from expenditures on behalf of non-operators,
including related parties and on oil and gas properties operated by the Company.
Management's assessment of the receivables indicate all will be collected and
there is no provision made for bad debt. Receivables are reviewed quarterly, and
if any are deemed uncollectible, they are written off as bad debts.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, cash and cash equivalents includes cash on
hand and cash on deposit. The Company defines cash equivalents as short-term and
highly liquid investments that are both readily convertible to known amounts of
cash and have an original maturity of less than 90 days.

CONCENTRATIONS OF CREDIT RISK ARISING FROM CASH DEPOSITS IN EXCESS OF INSURED
LIMITS

The Company maintains its cash balances in two financial institutions located in
Houston, Texas and Bowling Green, Kentucky. The balances are insured by the
Federal Deposit Insurance Corporation for up to $100,000. At June 30, 2006,
there was approximately $1,356,000 in cash that was uninsured by the FDIC.

ADVERTISING AND MARKETING

The Company expenses advertising and marketing costs as these are incurred. For
the three and six months ended June 30, 2006 and 2005, these costs are included
in the statement of operations as advertising and marketing costs.

MANAGED LIMITED PARTNERSHIPS

Prior to 2004, the Company sponsored limited partnerships for which it serves as
the Managing General Partner. The Company normally participated for 1% of the
Limited Partnerships as the Managing General Partner. The Company follows the
industry practice of pro rata consolidation of its investments in these
partnerships. Accordingly, the Company records on its financial statements its
pro rata share of the assets, liabilities, revenues and expenses of each
partnership. During the second quarter of 2006, three of the limited
partnerships sold all their interest in various producing wells which will
result in the dissolution of these partnerships.

PROPERTY AND EQUIPMENT

Property and equipment (other than oil and gas) are stated at cost. Depreciation
is recognized on the straight line method, after considering salvage value, over
the estimated useful lives of the assets as follows:

            Computer Equipment and Software      5 years

            Furniture and Fixtures              10 years

                                       8
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

The Company follows the successful efforts method of accounting for oil and gas
producing activities. Under the successful efforts method of accounting, costs
which relate directly to the discovery of oil and gas reserves are capitalized.
These capitalized costs include:

      (1)   the costs of acquiring mineral interest in properties,

      (2)   costs to drill and equip exploratory wells that find proved
            reserves,

      (3)   costs to drill and equip development wells, and

      (4)   costs for support equipment and facilities used in oil and gas
            producing activities.

These costs are depreciated, depleted or amortized on the unit of productions
method, based on estimates of recoverable proved developed oil and gas reserves.
Costs to drill exploratory wells that do not find proved reserves, geological
and geophysical costs, and costs of carrying and retaining unproved properties
are expensed.

The costs of acquiring unproved properties are capitalized as incurred and
carried until the property is reclassified as a producing oil and gas property,
or considered impaired as discussed below. The Company annually assesses its
unproved properties to determine whether they have been impaired. If the results
of this assessment indicate impairment, a loss is recognized by providing a
valuation allowance. When an unproved property is surrendered, the costs related
thereto are first charged to the valuation allowance, with any additional
balance expensed to operations.

The costs of drilling exploration wells are capitalized as wells in progress
pending determination of whether the well has proved reserves. Once a
determination is made, the capitalized costs are charged to expense if no
reserves are found or, otherwise reclassified as part of the costs of the
Company's wells and related equipment. In the absence of a determination as to
whether the reserves that have been found can be classified as proved, the costs
of drilling such an exploratory well are not carried as an asset for more than
one year following completion of drilling. If after a year has passed, and the
Company is unable to determine that proved reserves have been found, the well is
assumed to be impaired, and its costs are charged to expense. At the end of the
reporting periods, the Company had no costs capitalized pending determination,
nor did it expense any costs during the three or six months ended June 30, 2006
or June 30, 2005 for costs that had exceeded the one-year determination period.

ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

The Company follows the provisions of Statement of Financial Accounting
Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. SFAS No.
143 requires legal obligations associated with the retirement of long-lived
assets to be recognized at their fair value at the time that the obligations are
incurred. Upon initial recognition of a liability, that cost is capitalized as
part of the related long-lived asset and allocated to expense over the useful
life of the asset. Prior to 2005, management determined that any future costs
related to plugging and abandonment of producing wells would be substantially
offset by the value of equipment removed from the well site and such estimates
were immaterial to the financial statements. Therefore, no liability was
recorded prior to 2005. Due to continued rising rig and fuel costs, a detailed
estimate was made in the second quarter of 2005 to determine how these rising
service costs would affect future plugging and abandonment costs. As a result of
this analysis, management concluded that a liability should be recorded within
the financial statements under the provisions of SFAS 143 and recorded the
following during 2005: 1) an asset of $61,000, 2) accumulated amortization and
amortization expense of $36,000, 3) a long-term liability of $78,000 and 4)
accretion expense of $17,000. These costs will be evaluated annually and
adjusted accordingly under the guidelines of SFAS 143.

SURRENDER OR ABANDONMENT OF DEVELOPED PROPERTIES

Normally, no separate gain or loss is recognized if only an individual well or
individual item of equipment is abandoned or retired or if only a single lease
or other part of a group of proved properties constituting the amortization base
is abandoned or retired as long as the remainder of the property or group of
properties continues to produce oil or gas. The asset being abandoned or retired
is deemed to be fully amortized, and its cost is charged to accumulated
depreciation, depletion or amortization. When the last well on an individual
property or group of properties with common geological structures ceases to
produce and the entire property or property group is abandoned, gain or loss, if
any, is recognized.

OTHER DISPOSITIONS

Upon disposition or retirement of property and equipment other than oil and gas
properties, the cost and related accumulated depreciation are removed from the
accounts and the gain or loss thereon, if any, is expensed. The Company
recognizes the gain or loss on the sale of either a part of a proved oil and gas
property or of an entire proved oil and gas property constituting a part of a
field

                                       9
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

upon the sale or other disposition of such. The unamortized cost of the property
or group of properties, a part of which was sold or otherwise disposed of, is
apportioned to the interest sold and interest retained on the basis of the fair
value of those interests.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company follows the provisions of SFAS No. 144. Consequently, the Company
reviews its long-lived assets to be held and used, including oil and gas
properties accounted for under the successful efforts method of accounting.
Whenever events or circumstances indicate the carrying value of those assets may
not be recoverable, an impairment loss for proved properties and capitalized
exploration and development costs is recognized. The Company assesses impairment
of capitalized costs of proved oil and gas properties by comparing net
capitalized costs to undiscounted future net cash flows on a field-by-field
basis using known expected prices, based on set agreements. If an impairment is
indicated based on undiscounted expected future cash flows, then an impairment
is recognizable to the extent that net capitalized costs exceed the estimated
fair value of the property. Fair value of the property is estimated by the
Company using the present value of future cash flows discounted at 10%, in
accordance with SFAS No. 69, Disclosures about Oil and Gas Producing Activities.
No impairment expense was recorded for the three or six months ended June 30,
2006 or 2005.

INCOME/(LOSS) PER COMMON SHARE

The Company calculates basic earnings per common share ("Basic EPS") using the
weighted average number of common shares outstanding for the period. The income
available to common shareholders is computed by deducting dividends on the
Series E Preferred Stock. The convertible preferred stock and outstanding stock
warrants and options are considered anti-dilutive and therefore, excluded from
the earnings per share calculations.

WARRANTS

Various warrants for the purchase of common stock were outstanding as of June
30, 2006. These warrants were convertible into 14,346,173 shares of common stock
that are exercisable at prices ranging from $0.40 to $1.75 per share. During
2005, 1,100,000 warrants were exercised at a price of $0.50 resulting in
1,100,000 common shares being issued. In the first quarter of 2006, 800,000
warrants were exercised at a price of $0.50 resulting in 800,000 common shares
being issued. In the second quarter of 2006, 11,200 warrants were exercised at a
price of $0.40 resulting in 11,200 common shares being issued.

STOCK OPTIONS

Effective January 1, 2006, the Company accounts for stock options in accordance
with revised Statement of Financial Accounting Standards (SFAS) No. 123,
Share-Based Payment (SFAS 123(R)). Accordingly, stock compensation expense has
been recognized in the statement of operations based on the grant date fair
value of the options for the period ended June 30, 2006. Prior to January 1,
2006, the Company accounted for stock compensation cost in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, (APB 25) as permitted by SFAS 123 as originally issued. Under APB 25,
stock compensation expense was recognized only if the options had intrinsic
value (difference between option exercise price and the fair market value of the
underlying stock) at the date of grant. As the Company issued all options with
an exercise price equal to the grant date market value of the underlying stock,
no compensation expense had previously been recorded by the Company.

Under SFAS 123(R), the fair value of options is estimated at the date of grant
using a Black-Scholes-Merton ("Black-Scholes") option-pricing model, which
requires the input of highly subjective assumptions including the expected stock
price volatility. Volatility is determined using historical stock prices over a
period consistent with the expected term of the option. The Company utilizes the
guidelines of Staff Accounting Bulletin No. 107 (SAB 107) of the Securities and
Exchange Commission relative to "plain vanilla" options in determining the
expected term of option grants. SAB 107 permits the expected term of "plain
vanilla" options to be calculated as the average of the option's vesting term
and contractual period. The Company has used this method in determining the
expected term of all options. The Company has several awards that provide for
graded vesting. The Company recognizes compensation cost for awards with graded
vesting on a straight-line basis over the requisite service period for the
entire award. The amount of compensation expense recognized at any date is at
least equal to the portion of the grant date value of the award that is vested
at that date.

On August 8, 2001, the shareholders of the Company approved the Blue Ridge
Energy Stock Option Plan (the 2001 Plan) which allows for the granting of stock
options to eligible employees and directors. The stock option plans originally
authorized the issuance to officers, directors, and key employees of up to
1,000,000 options to purchase shares of common stock at the fair value of the
common stock on the date of grant. These options generally become exercisable
33% annually beginning on the date of grant and

                                       10
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

expire not later than ten years from the date of grant. The 2001 Plan allows for
the options available for granting to increase at 10% of the additional shares
outstanding. In 2002, the available stock options were increased by 144,580
shares when there were an increase in common shares issued. The Non-U.S.
Regulation S Offering in 2004 increased the authorized stock option grants by
another 1,375,000 under the plan's provisions. The requisite service has been
provided under the 2001 Plan grants.

On February 22, 2005, the Board of Directors adopted the "Blue Ridge Energy,
Inc. 2005 Stock Option and Incentive Plan" (the 2005 Plan). The purposes of the
2005 Plan are to (i) attract and retain the best available personnel for
positions of responsibility within the Company, (ii) provide additional
incentives to employees of the Company, (iii) provide directors, consultants and
advisors of the Company with an opportunity to acquire a proprietary interest in
the Company to encourage their continuance of service to the Company and to
provide such persons with incentives and rewards for superior performance more
directly linked to the profitability of the Company's business and increases in
shareholder value, and (iv) generally to promote the success of the Company's
business and the interests of the Company and all of its stockholders, through
the grant of options to purchase shares of the Company's Common Stock and other
incentives. Incentive benefits granted hereunder may be either Incentive Stock
Options, Non-qualified Stock Options, stock awards, Restricted Shares, cash
awards or other incentives determined by the board, as such terms are
hereinafter defined. The types of options or other incentives granted shall be
reflected in the terms of written agreements. Subject to adjustments upon
changes in capitalization or merger, the maximum aggregate number of shares
which may be optioned and sold or otherwise awarded under the 2005 Plan is seven
million (7,000,000) common shares. Any common shares available for grants and
awards at the end of any calendar year shall be carried over and shall be
available for grants and awards in the subsequent calendar year. The Board of
Directors has all power to administer the 2005 Plan and is the body responsible
for the Plan. The 2005 Plan will terminate on February 22, 2015.

Issuance of common stock from the exercise of stock options will be made with
new shares from authorized shares of the Company.

Under the employment agreement with the former CEO and President, the Company
granted 20,000 stock options on March 1, 2005.

On February 22, 2005, the Board of Directors granted stock options to purchase
2,517,500 shares to the directors and officers of the Company with an exercise
price of $0.30 per share and the option period to commence from date of grant
and terminating five years from date of grant. On June 22, 2005, the Board of
Directors authorized the granting of stock options to purchase 100,000 shares to
a director of the Company with an exercise price of $1.13 per share and the
option period to commence from date of grant and terminating five years from
date of grant. The stock options granted on these two dates were fully vested on
the date of grant.

On October 6, 2005, the Board of Directors granted stock options to purchase
1,700,000 shares to the officers of the Company with an exercise price of $2.25
per share and the option period to commence from date of grant and terminating
five years from date of grant. These options vest 20% on May 1, 2006 and 20% on
each anniversary thereafter.

During 2005, the Company entered into employment contracts that grant stock
options to four senior officers. On March 28, 2005, 20,000 stock options were
granted that vest 50% after one year of service and 50% after two years of
service. On April 25, 2005, 200,000 stock options were granted that vest as
follows: a) after the first and second year of service, 25,000 options vest each
year and b) after the third, fourth and fifth year of service, 50,000 options
vest each year. On April 25, 2005, 20,000 stock options were granted that vest
50% after one year of service and 50% after two years of service. On July 1,
2005, 10,000 stock options were granted that vest after one year of service. The
exercise price under all the employment contracts is $0.50 per share and the
term of the option grants will be ten years from the date of grant.

On January 1, 2006, the Board of Directors granted stock options to purchase
400,000 shares to an officer of the Company with an exercise price of $2.00 per
share and the option period to commence from date of grant and terminating five
years from date of grant. These options vest 20% on each anniversary thereafter.

On March 1, 2006, in conjunction with an independent service contract, the
Company granted an option to purchase 500,000 shares for a two year term with
250,000 option shares having an exercise price of $2.25 and the other 250,000
option shares having an exercise price of $4.50. These options were fully vested
on the date of grant.

At June 30, 2006, there were options, fully vested and expected to vest, to
purchase 5,183,750 shares with a weighted average exercise price of $1.23, an
intrinsic value of $4,672,575 and a weighted average contractual term of 4.17
years.

At June 30, 2006, there were options, fully vested and currently exercisable, to
purchase 3,873,750 shares with a weighted average exercisable price of $0.97, an
intrinsic value of $4,451,375 and a weighted average contractual term of 3.93
years.

                                       11
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

At June 30, 2006, there was $2,244,676 in unrecognized stock-based compensation
costs related to non-vested stock options which will be expensed over a weighted
average period of 3.32 years.

For the six months ended June 30, 2006, the Company recorded stock based
compensation expense of $567,685 of which $287,000 was related to the
independent service contract. The Company did not record any tax benefit for
stock based compensation expense in accordance with its current policy on
providing for a full income tax valuation allowance more fully explained in the
"Income Taxes" note below.

For the six months ended June 30, 2006, the weighted average grant date fair
value was $1.45 for options granted, the total fair value of the options vested
was $1,300,900 and the intrinsic value of options exercised was $658,000. The
Company did not receive any cash from the 350,000 options exercised during the
first quarter of 2006 as they were "cashless exercises" that are permitted under
the provisions of the plans. The 350,000 "cashless" exercised options resulted
in the issuance of 301,334 common shares.

The following table provides a summary of the stock option activity for all
options for the six months ended June 30, 2006.

<TABLE>
<CAPTION>
                                                        Number of    Weighted Average
                                                         Options      Exercise Price
                                                       ----------     --------------
<S>                                                    <C>           <C>
Options at December 31, 2005                            5,458,750      $     0.99
Options granted                                           900,000      $     2.76
Options exercised                                        (350,000)     $     0.30
Options forfeited                                              --              --
Options expired                                          (170,000)     $     0.36
                                                       ----------
Option at June 30, 2006                                 5,838,750      $     1.32
                                                       ==========

Options exercisable at June 30, 2006                    3,873,750      $     0.97
</TABLE>

Had compensation cost for employee stock options been determined based on the
fair value at the grant date consistent with SFAS No. 123(R) prior to its
adoption on January 1, 2006, the Company's net loss and loss per share for the
six months ended June 30, 2005 would have been as follows:

<TABLE>
<CAPTION>
                                                                           JUNE 30,         JUNE 30,
                                                                             2006             2005
                                                                         -----------      -----------
<S>                                                                      <C>              <C>
Net Loss, as reported                                                    $(1,829,017)     $  (771,170)
Add: Stock based compensation included in Net Loss                           567,685               --
Deduct: Stock based compensation determined under fair value                (567,685)        (589,900)
                                                                         -----------      -----------
Pro Forma Net Loss                                                       $(1,829,017)     $(1,361,070)
                                                                         ===========      ===========

Net Loss Attributable to Common Stockholders, as reported                $(1,842,997)     $  (785,150)
Add: Stock based compensation included in Net Loss                           567,685               --
Deduct: Stock based compensation determined under fair value                (567,685)        (589,900)
                                                                         -----------      -----------
Pro Forma Net Loss                                                       $(1,842,997)     $(1,375,050)
                                                                         ===========      ===========

Basic and Diluted Income (Loss) per Common Share, as
reported ...........................................................     $     (0.07)     $     (0.04)
                                                                         ===========      ===========
Basic and Diluted Income (Loss) per Common Share, Pro
Forma ..............................................................     $     (0.07)     $     (0.06)
                                                                         ===========      ===========
</TABLE>

The following table provides assumptions on stock option grants made during the
six months ended June 30, 2006.

<TABLE>
<CAPTION>
                                                                 JUNE 30, 2006
                                                                 -------------
<S>                                                              <C>
Risk free interest rate                                          4.35% to 4.71%
Expected option life                                              2 & 5 years
Expected dividend yield                                                0%
Expected volatility range                                        0.93 to 1.56
Expected volatility weighted average                                 1.28
</TABLE>

                                       12
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SERIES E PREFERRED STOCK DIVIDENDS

The Series E Preferred Stock bears a 12% per annum dividend payable quarterly
and a participating dividend equal to 3% of the net profits from the oil and gas
properties acquired with the proceeds of the offering, also payable quarterly.
The proceeds from the offering, after deducting expenses, were used to drill
three dry holes in September 2002, October 2002 and February 2003; therefore, no
participating dividends will be payable to stockholders.

INCOME TAXES

No income tax provision has been established for the six months ended June 30,
2006 and 2005, due to the net losses incurred or available via federal income
tax carry forward provisions. Income taxes are provided for under the liability
method in accordance with SFAS No. 109, Accounting for Income Taxes, which takes
into account the differences between financial statement treatment and tax
treatment of certain transactions. It is uncertain as to whether the Company
will generate sufficient future taxable income to utilize the net deferred tax
assets, primarily representing net operating loss carry forwards, and therefore
for financial reporting purposes, a valuation allowance of $2,501,000 and
$2,024,000 as of June 30, 2006 and December 31, 2005, respectively, has been
recognized to offset the net deferred tax assets.

The Company has estimated a net operating loss carry forward of $5,074,000 as of
December 31, 2005. These net operating loss carry forwards will begin expiring
in 2020 unless utilized sooner. Under Internal Revenue Code (IRC) Section 382, a
change in ownership occurred on December 31, 2004 with the issuance of the
additional shares from the private stock placement. This rule will limit the NOL
carry forward amount on the NOL balance at December 31, 2004 to $267,000 per
year.

2. AFFILIATED OIL AND GAS PARTNERSHIPS

Included in the financial statements are contributions made to various sponsored
oil and gas partnerships, less the applicable loss generated by these
partnerships relative to the Company's percentage ownership. The Company has
allocated, on a pro-rata basis, the amounts associated with these investments to
the appropriate asset, liability, income and expense accounts.

3. RELATED PARTY TRANSACTIONS

COMMON STOCK TRANSACTIONS

As of June 30, 2006, there are 25,974,001 shares of common stock issued and
outstanding. A total of 3,954,075 shares are held by Blue Ridge Group, Inc. and
the remaining 22,019,926 shares are held by approximately 560 shareholders of
record.

RECEIVABLES/PAYABLES

At June 30, 2006, BR Group owed the Company $29,148 for prospect leasehold costs
chargeable under the various participation agreements entered into between the
two companies. At December 31, 2005, BR Group owed the Company $7,463 for office
costs and $211,498 for prospect leasehold costs chargeable under the various
participation agreements entered into between the two companies which were
invoiced during December 2005. At December 31, 2005, the Company owed BR Group
$47,600 for administrative and consultant costs incurred on its behalf during
2005.

NOTE PAYABLE

On October 1, 2004, the Company entered into a $500,000 promissory note with BR
Group to settle outstanding cash advances received from BR Group during prior
periods. The note bears interest at 7.95% for a term of eight years with monthly
payments of $7,056 for principal and interest. This note is secured by all oil
and gas production income that the Company holds until the note has been paid in
full. At June 30, 2006, the note balance was $363,000.

                                       13
<PAGE>

                          BAYOU CITY EXPLORATION, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JOINT PARTICIPATION AGREEMENTS

During 2005, BR Group entered into three separate joint participation agreements
with the Company wherein BR Group would pay the Company a prospect fee and
reimburse the Company for leasehold costs expended and for costs incurred to
drill the initial well on the prospect. At the casing point election, the
Company would be entitled to own 25% of the interest owned by BR Group. A well
on one of these prospects was drilled in March 2006 and was a dry hole. Another
well on one of these prospects was drilled during June 2006 and was a dry hole.
In the second quarter of 2006, BR Group entered into a fourth joint
participation agreements with the Company wherein BR Group would pay the Company
a prospect fee and reimburse the Company for leasehold costs expended and for
costs incurred to drill the initial well on the prospect. The well on this
prospect was drilled in July 2006 and resulted in a dry hole. BR Group also
entered into one other agreement during 2005 where the Company would only be
entitled to 8% of the interest owned by BR Group. The well drilled on this
prospect in October 2005 was a dry hole.

4. CONTINGENCIES

Neither the Company nor any of its properties is subject to any material pending
legal proceedings.

The Company's oil and gas exploration and production operations are subject to
inherent risks, including blowouts, fire and explosions which could result in
personal injury or death, suspended drilling operations, damage to or
destruction of equipment, damage to producing formations and pollution or other
environmental hazards. As a protection against these hazards, the Company
maintains general and umbrella liability insurance coverage of approximately $10
million per occurrence and in the aggregate. The Company believes it is
adequately insured for public liability and property damage to others with
respect to its operations. However, such insurance may not be sufficient to
protect the Company against liability for all consequences of well disasters,
extensive fire damage, or damage to the environment. The Company has never been
fined or incurred liability for pollution or other environmental damage in
connection with its operations.

                                       14
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

GENERAL

Bayou City Exploration, Inc. (the Company), a Nevada corporation, was organized
in November, 1994, as Gem Source, Incorporated. The name was subsequently
changed to Blue Ridge Energy, Inc. in May, 1996 and most recently changed to
Bayou City Exploration, Inc. in June 2005. The Company's executive office is
located at 10777 Westheimer Road, Suite 170, Houston, Texas 77042.

All of the periodic report filings with the Securities and Exchange Commission
("SEC") pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, are available through the SEC web site located at www.sec.gov,
including the annual report on Form 10-KSB, quarterly reports on Form 10-QSB,
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-KSB as filed with the SEC. For copies of this, or any
other filings, please contact: Norman Haisler at Bayou City Exploration, Inc.
10777 Westheimer Road, Suite 170 Houston, Texas 77042 or call (832) 358-3900.

Historically, the Company's major activity was sponsoring joint ventures and
limited partnerships. In the past three years, however, the Company has been
engaged in the oil and gas business primarily in the Gulf Coast of Texas and
Louisiana, East Texas, and South Texas with some gas production in Kentucky and
West Virginia. Another area of interest the Company is pursuing is in the Rocky
Mountain region. The Company acquires direct interest in oil and gas leases. The
interest includes both operated and non-operated working interest in exploratory
and development wells. The Company intends to maintain an active role in the oil
and gas industry as an operator of oil and gas wells, a participant in oil and
gas programs and as an independent producer of oil and gas. Our objectives are
to increase our proved reserves, cash flow and shareholder equity through oil
and natural gas drilling projects.

On December 31, 2005, the Company accepted subscriptions in the aggregate amount
of $797,623 from an offering made in the United States to accredited investors
as defined in Regulation D ("US Exempt Offering") for a total of 797,623 units
(each a "US Unit") at a purchase price of $1.00 per US Unit. Each US Unit
consists of one share of the Company's common stock ("Common Stock") and one
warrant, which expires on December 31, 2007 ("US Warrant") to acquire one share
of Common Stock at a price of $1.75 per share. The US Warrants are transferable,
but only if, in the opinion of the Company's counsel, such transfer is made
pursuant to a registration statement or an exemption from applicable securities
registration requirements. Through June 30, 2006, the Company had accepted
additional subscriptions in the aggregate amount of $110,000 for US Units. In
addition, on December 31, 2005, the Company accepted subscriptions in the
aggregate amount of $1,272,750 from an offering made outside the United States
to eligible sophisticated investors pursuant to Regulation S (the "Regulation S
Offering") for a total of 1,272,750 units (each a "Regulation S Unit") at a
purchase price of $1.00 per Regulation S Unit. Each Regulation S Unit is
comprised of one share of Common Stock and one warrant, which expires on
December 31, 2007 ("Regulation S Warrant") to acquire one share of Common Stock
at a price of $1.75 per share. The Regulation S Warrants may be transferred, but
only if, in the opinion of the Company's counsel, such transfer complies with
the requirements of Regulation S and is made pursuant to a registration
statement or an available exemption from applicable securities registration
requirements. Through June 30, 2006, the Company had accepted additional
subscriptions in the aggregate amount of $315,000 for Regulation S Units. Both
of these offerings were closed in June 2006.

The Board of Directors has authorized for the Company to arrange for a private
placement of up to 2,000,000 units (the "Units") of securities of the Company at
a price of $1.25 per Unit with eligible purchasers. Each Unit consists of one
common share (the "Unit Shares") and one-half of one non-transferable share
purchase warrant (the "Warrants"), with each whole Warrant entitling the holder
thereof to purchase one additional common share (the "Warrant Shares") of the
Company's capital stock at a price of $2.00 until 4:00 pm Central time on the
date that is two years from the date of issuance of the Warrants.

The Company continues the process that management believes will lead to growth
in its prospect inventory and, with the drilling of wells, will give the Company
the emphasis needed to further its growth. The Company should not have to depend
on acquisitions to increase our reserve base, however, if the proper opportunity
presents itself, it will be evaluated it to see if it fits our growth profile.
The Company does not intend to make an acquisition as a short term fix that
would jeopardize long term goals. Our operating strategy should enable us to
take advantage of these fundamentals:

      -     Focus in proven geologic trends throughout the onshore Gulf Coast
            Region of Texas and Louisiana.

      -     Control our geological ideas in both data and land positions that
            are starting to comprise our prospect inventory.

      -     Continuous expansion of our prospect inventory through acquisition
            of 3-D seismic data and land as well as constant re-processing and
            re-interpretation through fundamental geologic studies and
            sophisticated geophysical interpretive techniques.

                                       15
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

      -     Structure our drilling program to enable management to sell down
            enough interest in the well to mitigate risk and improve economics.

      -     Strive to maintain the highest possible ownership of our highest
            potential drilling prospects.

The Company entered into a "lifetime participation" membership in the Echo 3-D
Gulf Coast, Permian Basin, Rocky Mountain and Mid- Continent Programs on July 1,
2004. There are 56 3-D data sets and 13,000 miles of 2-D data available, and the
Company will generate drilling prospects from these data sets for the purpose of
retaining a carried working interest and possibly participating in these
prospects. During the third quarter of 2004, the Company purchased a seismic
software license for interpreting the Echo data and purchased three 3D computer
workstations, along with office furniture, and these stations are fully
operational. The Company is focusing its exploration efforts on the 3-D data
sets to identify leads and develop prospects.

At June 30, 2006, the Company had total assets of $3,722,000, total liabilities
of $1,637,000 and stockholders' equity of $2,084,000. The Company had a net loss
of $1,829,000 during the six months ended June 30, 2006 and net loss of $771,000
for the same period in 2005. The net loss per common share, which takes into
account cash dividends paid on preferred stock, was $0.07 per share during the
six months ended June 30, 2006 as compared to $0.04 during the same period in
2005. All per share data in this report has been adjusted to give effect to
applicable stock issues and conversions.

The Company adopted revised Statement of Financial Accounting Standards (SFAS)
No. 123, Share-Based Payment (SFAS 123R) on January 1, 2006 using the modified
prospective method. This statement requires stock compensation expense to be
recognized in the statement of operations based on the grant date fair value of
the stock options granted after December 31, 2005 or for any stock options
granted before January 1, 2006 but vesting after December 31, 2005. Prior to
January 1, 2006, the Company accounted for stock compensation cost in accordance
with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, (APB 25) as permitted by SFAS 123 as originally issued. Under APB 25,
stock compensation expense was recognized only if the options had intrinsic
value (difference between option exercise price and the fair market value of the
underlying stock) at the date of grant. As the Company issued all options with
an exercise price equal to the grant date market value of the underlying stock,
no compensation expense had previously been recorded by the Company.

Under SFAS 123R, the fair value of options is estimated at the date of grant
using a Black-Scholes-Merton ("Black-Scholes") option-pricing model, which
requires the input of highly subjective assumptions including the expected stock
price volatility. Volatility is determined using historical stock prices over a
period consistent with the expected term of the option. The Company utilizes the
guidelines of Staff Accounting Bulletin No. 107 (SAB 107) of the Securities and
Exchange Commission relative to "plain vanilla" options in determining the
expected term of option grants. SAB 107 permits the expected term of "plain
vanilla" options to be calculated as the average of the option's vesting term
and contractual period. The Company has used this method in determining the
expected term of all options. The Company has several awards that provide for
graded vesting. The Company recognizes compensation cost for awards with graded
vesting on a straight-line basis over the requisite service period for the
entire award. The amount of compensation expense recognized at any date is at
least equal to the portion of the grant date value of the award that is vested
at that date.

The adoption of this statement by the Company has a material effect on the
reported loss for the six months ended June 30, 2006. Of the $1,829,000 loss
reported, $568,000, or 31%, is for stock based compensation expense. No such
expense is recorded in the prior year. At June 30, 2006, there was $2,245,000 in
unrecognized stock based compensation expense for options vesting after January
1, 2006 that will be expensed over the next four years. As new options grants
are made, the fair value of these options will also be expensed in future
periods. The Company cannot estimate future grants to be made and therefore
cannot estimate any costs for these future grants. This reported expense does
not affect the cash flow of the Company since it is a calculation determining a
value for stock options granted to employees, directors or business associates.
For small companies like Bayou City, the awarding of stock options is one way to
attract key personnel without having large cash outlays for salary or bonuses.
It can be expected that stock options awards will be made in the future and such
grants will affect the net income or loss of the Company.

KEY PROPERTIES

The following are the primary properties held by the Company as of June 30,
2006:

                                       16
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

DEVELOPED PROPERTIES

      Hobblebush Prospect: The Company owns a 4.25% working interest, with a
      3.23% net revenue interest, in 1 well located in Polk County, Texas which
      was drilled during the first quarter of 2004. The well is producing 20 Mcf
      per day.

      Wolfsbane Prospect: The Company owns a 13.6% working interest, with a
      10.53% net revenue interest, in 1 well located in Walker County, Texas.
      The well ceased production in January 2004. The well was recompleted, but
      not tested, in November 2005 and is currently awaiting a pipeline
      connection.

      Pepperbush Prospect: The Company owns a 13.6% working interest, with a
      10.34% net revenue interest, in 1 well located in Polk County, Texas which
      began producing in the second quarter of 2003. It is currently producing
      40 Mcf per day.

      Yarrow Prospect: The Company owns a 13.6% working interest, with a 10.41%
      net revenue interest, in 1 well located in Polk County, Texas which began
      producing in the fourth quarter of 2002. It is currently producing 150 Mcf
      per day.

      West Pebble Island Prospect: The Company owns a 7.7% working interest,
      with a 5.59% net revenue interest, in the 1 well located in Tyler County,
      Texas which began producing in the first quarter of 2003. It is currently
      producing 15 barrels per day.

      Shelby County, Texas: The Company owns a 0.71% working interest, with a
      0.42% net revenue interest, in the Bridges #1 well in Shelby County, Texas
      which began producing in September 2000. It is currently producing 1,000
      Mcf per day.

      As of June 30, 2006, the Company has participated, either directly or
      indirectly through its sponsored limited partnerships, in 112 wells, of
      which 9 are presently productive and located in Texas and Louisiana and
      one well is being tested. In addition to the 9 wells, there are 45 wells
      in Kentucky and West Virginia owned by four partnerships managed by Eagle
      Energy, Inc., an unaffiliated entity. The Company owns a limited
      partnership interest in these four partnerships. In March 2003, the
      Company transferred all of its rights and interest in the Boon's Camp
      Partnership, the BR Development 2001-II Partnership, the BR Development
      Plus 2000 Partnership and the BR Private Development 2001-A Partnership to
      Eagle Energy, Inc. (a company formed by the Company's former president) in
      exchange for a 1% interest in these four partnerships. In addition, the
      Company still retains its 25% ownership as a limited partner through its
      direct investment in the BR Development 2000 Partnership.

      The working interest owned by the Company, either directly or indirectly
      through the oil and gas partnerships, is owned jointly with other working
      interest partners. Management does not believe any of these other
      ownerships materially detract from the value of the properties or
      materially interfere with their use.

UNDEVELOPED PROPERTIES

      Iowa Dome 3D Project: The Company owns a 12.5% working interest in 612
      acres in two prospects located in Calcasieu and Jefferson Davis Parishes,
      Louisiana. The Company has entered into joint participation agreements
      with two companies whereby they will reimburse the Company for certain
      acreage costs, pay the Company a prospect fee and pay the drilling cost
      through casing point on each of the wells drilled. One well was drilled on
      the gas prospect which started production in August 2006 at the rate of
      300 mcf per day. It is anticipated that the other prospect will begin
      drilling in the third quarter of 2006.

      Live Oak Project: The Company owns a 75% working interest in 800 acres
      (two shallow prospects) and 2,568 acres (one deep prospect) in South
      Texas. The Company has entered into joint participation agreements with
      several companies on 75% working interest whereby these companies will
      reimburse the Company for certain acreage costs, pay a prospect fee and
      pay for the drilling cost through casing point on the initial well drilled
      on one of these three prospects. In the first quarter of 2006, a well was
      drilled on this shallow prospect and is being tested. The Company has a
      12.5% working interest in this well until payout after which its interest
      will be 9.375%. On the other two prospects, one shallow and one deep, the
      Company renegotiated the participation agreements whereby the other joint
      owners will pay for all the completion costs and the Company will have a
      9.375% working interest after the well reaches payout. In June 2006,
      operations began on the deep prospect which successfully reentered a
      previously shut in well. This well was logged and all the partners agreed
      to set casing in late July. Further evaluation and testing will continue
      in the coming months. For any development wells drilled on these three
      prospects, the Company will have a 9.375% working interest. In additions,
      there are potentially one or more shallow prospects and one or more deep
      prospects in this area that are being evaluated by the Company.

                                       17
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

      East Texas Project: Seven prospects have been identified in East Texas and
      leasing of oil and gas rights began in June 2005. This project is
      estimated to contain about 5,000 acres with the Company owning 100% of the
      leasehold. In the third quarter 2005, the Company negotiated to sell all
      of its interest on the first prospect to Blue Ridge Group Inc. (BR Group),
      a related party, and retained an 8% carried working interest. The well on
      this prospect was drilled in October 2005 and was a dry hole. In October
      2005, the Company entered into joint participation agreements on three of
      the remaining six prospects with BR Group and another industry partner
      whereby they will pay 100% of prospect cost, pay the Company a prospect
      fee and pay 100% of the drilling cost through casing point on the initial
      well in the prospect. A similar participation agreement was entered into
      in the second quarter of 2006 with these two parties on the fifth
      prospect. If an election is made to complete the initial wells, the
      Company will have a 25% working interest in each well. For any development
      wells drilled on the prospects, the Company will have a 25% working
      interest. A well on one of the prospects was drilled in March 2006 and was
      a dry hole. A well on another of the prospects was drilled in June 2006
      and was a dry hole. In July 2006, the well drilled on the fifth prospect
      was a dry hole. The well on the remaining prospect is scheduled to be
      drilled in August 2006. Leasing activity has ceased in this area.

      McAllen Project: The Company has identified a prospect in South Texas
      containing approximately 600 acres. The Company has reprocessed seismic
      data in the area, determined a viable drilling prospect exists and has
      begun leasing activity.

      Texas Gulf Coast Project: The Company has leased 1,331 acres in Wharton
      County, Texas. An exploratory well to test a Wilcox structure is planned.
      The Company plans on entering into joint participation agreements with
      other companies to further exploit the prospect.

      South Texas Project: The Company has entered into a pilot project with
      Deeside Energy LLC to evaluate three 3D seismic shoots in South Texas. The
      initial results of the pilot program look promising. A total of 400 square
      miles have been reviewed and as of the end of July 2006 twenty prospect
      leads have been identified. The Company is currently doing lease checks in
      the area and one last seismic interpretation. If this present work further
      defines the prospects, actual leasing of acreage will begin in the third
      quarter of 2006.

      The Company will follow its current business plan strategy in developing
      these and any other prospects. The Company intends to fund the lease
      acquisition and any additional seismic costs needed to further define the
      prospects from existing working capital. For each prospect, the Company
      will sell all of its working interest in the prospect to outside or
      related parties, on the same terms, whereby 1) it retains a certain
      carried working interest in the initial well drilled, 2) it recoups 100%
      of the actual leasehold costs and any additional seismic costs incurred
      and 3) it is paid a prospect fee for identifying the prospect and bringing
      it to a drillable state. The reimbursement of costs, the payment of the
      prospect fee and the future benefit of oil and gas revenue from the
      carried working interest would be used to provide cash to operate the
      Company and fund additional projects.

      The Company also intends to continue reviewing other exploratory acreage
      in South Texas, East Texas and the Texas and Louisiana Gulf Coast areas
      through its 3-D seismic data base in order to generate prospects at the
      ground level. Another avenue of participation is reviewing prospects
      generated by outside parties and if the economics fit into the business
      plan, participating in these projects. Other areas of interest for
      acquiring prospects and drilling wells are North Louisiana, West Texas,
      North Texas and the Rocky Mountain area.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2006 AND 2005

The Company had a net loss of $981,000 during the second quarter of 2006
compared to net loss of $461,000 for the same period in 2005. The loss per
common share, which takes into account cash dividends paid on preferred stock,
was $0.04 per share during the second quarter of 2006 and $0.02 per share during
the second quarter of 2005. The major reasons, more fully explained below, for
the $520,000 increase in loss are due to a decrease in management fee revenue,
an increase in stock based compensation expense, advertising and marketing
expense, general and administrative expenses, loss on sale of assets and lease
operating costs offset by an increase in prospect fee and oil and gas revenue, a
decrease in exploration costs and depreciation, depletion and amortization
expense.

                                       18
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

OPERATING REVENUES

Operating revenues totaled $142,000 during the three months ended June 30, 2006,
as compared to $175,000 during the three months ended June 30, 2005. During the
second quarter of 2006, prospect fees of $46,000 were received compared to none
in the prior year quarter. In the second quarter of 2005, $120,000 in management
fees was received with no such fees generated during the second quarter of 2006.
Revenue from oil and gas sales increased by $40,000 due to receipt of a $70,000
cash payment for past months revenue from an operator that failed to remit such
payments in prior periods. This cash receipt is offset by lower sales on
producing wells due to production declines.

DIRECT OPERATING COSTS

Direct operating costs totaled $44,000 during the three months ended June 30,
2006, as compared to $16,000 during the same period in 2005. The $28,000
increase is due to the recording of lease operating expenses on the well for
which prior month's sales were recorded.

EXPLORATION COSTS

Exploration costs during the second quarter of 2006 were $93,000 compared to
$128,000 for the same period in 2005. The $35,000 decrease is due to the McAllen
Project that has begun leasing activity and exploration costs have ceased.

STOCK-BASED COMPENSATION EXPENSE

As required, the Company adopted FAS 123R on January 1, 2006. During the second
quarter of 2006, $316,000 was recorded as non cash compensation expense. There
is no similar expense in the prior year quarter.

OTHER OPERATING EXPENSES

Advertising and marketing expense for the second quarter of 2006 was $123,000
compared to $11,000 during the same period in 2005. During the second quarter of
2006, another $100,000 was paid under the agreement entered into during the
first quarter of 2006 to promote the Company image. General and administrative
expenses increased by $72,000 during the second quarter of 2006 as compared the
same period in 2005. This increase is due to legal and administrative costs.
Depreciation, depletion and amortization decrease by $30,000 mainly due to the
recording of depreciation on capitalized retirement costs in the second quarter
of 2005.

OTHER EXPENSES

In the second quarter of 2006, the Company and three of the limited partnerships
sold their interest in various producing wells resulting in a loss of $37,000 by
the Company in its investment in the wells and the limited partnerships. There
is no similar expense in the same period in 2005.

INCOME TAX PROVISION

Consistent with prior quarters, 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.

SIX MONTHS ENDED JUNE 30, 2006 AND 2005

The Company had a net loss of $1,829,000 during the six months ended June 30,
2006, as compared to a net loss of $771,000 for the same period in 2005. The
loss per common share, which takes into account cash dividends paid on preferred
stock, was $0.07 and $0.04 per share during the six months ended June 30, 2006
and 2005, respectively. The major reasons, more fully explained below, for the
$1,058,000 increase in loss are due to a decrease in management fee revenue and
oil and gas revenue, an increase in stock based compensation expense, general
and administrative expenses, advertising and marketing costs, and loss on sale
of assets offset by an increase in prospect fee revenue, a decrease in
exploration costs and depreciation, depletion and amortization expense.

                                       19
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

OPERATING REVENUES

Operating revenues totaled $235,000 during the six months ended June 30, 2006 as
compared to $301,000 during the six months ended June 30, 2005. During the
second quarter of 2006, $63,000 was received in prospect fees as compared to
none in prior year quarter. There was $40,000 received in management fees during
the first six months of 2006 as compared to $120,000 received during the first
six months of 2005. Oil and gas revenues decrease by $49,000 mainly due to
production declines and several wells ceasing production at the end of 2005.

DIRECT OPERATING COSTS

Direct operating costs totaled $57,000 during the six months ended June 30,
2006, as compared to $68,000 during the same period in 2005. The $11,000
decrease is due to lower severance taxes directly related to the decrease in oil
and gas sales.

EXPLORATION COSTS

Exploration costs for the six months ended June 30, 2006 decreased by $100,000
compared to the same period for 2005. In 2005 there was a reprocessing charge of
$45,000 incurred and another $34,000 on the McAllen Project that has begun
leasing activity in 2006 and exploration costs have ceased on this project.

STOCK-BASED COMPENSATION EXPENSE

As required, the Company adopted FAS 123R on January 1, 2006. During the first
half of 2006, $568,000 was recorded as non cash compensation expense. There is
no similar expense for the comparable period in 2005.

OTHER OPERATING EXPENSES

Marketing expenses increased to $225,000 during the six months ended June 30,
2006 as compared to the same period in 2005. A $200,000 payment has been made to
an outside consultant to promote the Company's image. General and administrative
expenses increased by $331,000 during the six months ended June 30, 2006 as
compared to the same period in 2005. This increase is mainly due to hiring of
three additional professional staff in the second quarter of 2005 and one staff
in January 2006. Depreciation, depletion and amortization decreased $32,000 in
the first half 2006 as compared to the same period 2005. This change is mainly
due to the initial recording of depreciation expense on capitalized retirement
costs in the second quarter of 2005.

OTHER EXPENSES

In the second quarter of 2006, the Company and three of the limited partnerships
sold their interest in various producing wells resulting in a loss of $37,000 by
the Company in its investment in the wells and the limited partnerships. There
is no similar expense in the same period in 2005.

INCOME TAX PROVISION

Consistent with prior quarters, 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 recognized due to the uncertainty regarding recognition of the deferred tax
assets.

                                       20
<PAGE>

                 MANAGEMENTS' DISCUSSION AND FINANCIAL ANALYSIS

CAPITAL RESOURCES AND FINANCIAL CONDITION

The Company's current ratio (current assets/current liabilities) was 1.9 to 1
at June 30, 2006 compared to 2.2 to 1 at December 31, 2005. This small decrease
is due to an increase in accounts payable.

The Company's sources of cash during the first half of 2006 were the US Exempt
Offering ($110,000), the Regulation S Offering ($315,000), the exercise of
warrants ($404,000), management fees ($40,000), prospect fees ($63,000) and
receipt of oil and gas sales ($115,000). The Company's sources of cash during
2005 were the US Exempt Offering ($797,623), the Regulation S Offering
($1,272,750), the exercise of warrants ($550,000), management fees ($190,000),
prospect fees ($197,000) and oil and gas sales ($258,000). During the first half
of 2006 and for the prior year, the Company relied upon these cash inflows to
fund its capital expenditures and operating activity. Management intends to fund
further growth with current cash reserves, equity transactions, fees generated
from prospect sales and potential cash flows from operations as a result of
receiving a carried working interest on wells from the prospects sold.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the ordinary course of business. It is
management's opinion that the going concern basis of reporting its financial
position and results of operations is appropriate at this time. The Company has
obtained a resolution from Blue Ridge Group, Inc., a related party and the major
stockholder (see Note 3, "Related Party Transactions", to financial statements),
to provide the necessary financial support for the Company through at least July
1, 2007.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this quarterly report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer (the "CEO") and the Chief
Financial Officer (the "CFO"), of the effectiveness of the design and operation
of the disclosure controls and procedures. Based on that evaluation, The
Company's management, including the CEO and CFO, concluded that the disclosure
controls and procedures were effective. There have been no changes in these
internal controls over financial reporting that occurred during the quarter
ended June 30, 2006, that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

                                       21
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      There are no legal proceedings pending against the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 31, 2005, the Company accepted subscriptions in the aggregate amount
of $797,623 from an offering made in the United States to accredited investors
as defined in Regulation D ("US Exempt Offering") for a total of 797,623 units
(each a "US Unit") at a purchase price of $1.00 per US Unit. Each US Unit
consists of one share of the Company's common stock ("Common Stock") and one
warrant, which expires on December 31, 2007 ("US Warrant") to acquire one share
of Common Stock at a price of $1.75 per share. The US Warrants are transferable,
but only if, in the opinion of the Company's counsel, such transfer is made
pursuant to a registration statement or an exemption from applicable securities
registration requirements. Through June 30, 2006, the Company had accepted
additional subscriptions in the aggregate amount of $110,000 for US Units. In
addition, on December 31, 2005, the Company accepted subscriptions in the
aggregate amount of $1,272,750 from an offering made outside the United States
to eligible sophisticated investors pursuant to Regulation S (the "Regulation S
Offering") for a total of 1,272,750 units (each a "Regulation S Unit") at a
purchase price of $1.00 per Regulation S Unit. Each Regulation S Unit is
comprised of one share of Common Stock and one warrant, which expires on
December 31, 2007 ("Regulation S Warrant") to acquire one share of Common Stock
at a price of $1.75 per share. The Regulation S Warrants may be transferred, but
only if, in the opinion of the Company's counsel, such transfer complies with
the requirements of Regulation S and is made pursuant to a registration
statement or an available exemption from applicable securities registration
requirements. Through June 30, 2006, the Company had accepted additional
subscriptions in the aggregate amount of $315,000 for Regulation S Units. Both
of these offerings were closed in June 2006.

During the second quarter of 2006, the Company received $4,480 upon the exercise
of 11,200 warrants at a price of $0.40 per share and issued 11,200 shares of
Common Stock. These warrants were issued in 2002 to broker/dealers as fees for
the placement of the Series E Preferred Stock.

These proceeds were used to purchase oil and gas leases and used as working
capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

            Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            (A) The Company's annual meeting of stockholders scheduled for May
                31, 2006 was adjourned to June 8, 2006.

            (B) The directors elected at the meeting were:

<TABLE>
<CAPTION>
                                       FOR               WITHHELD        ABSTAIN
<S>                                 <C>                  <C>             <C>
Robert D. Burr                      13,352,336              --              --
Forrest E. Ebbs                     13,352,336              --              --
Gregory B. Shea                     13,352,336              --              --
Harry J. Peters                     13,352,336              --              --
Richard M. Hewitt                   13,352,336              --              --
</TABLE>

                                       22
<PAGE>

                                     PART II

                                OTHER INFORMATION

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

                                       23
<PAGE>

                                   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: August 14, 2006                By  /s/ Norman G. Haisler, Jr.
                                     --------------------------------------
                                         Norman G. Haisler, Jr.
                                         Senior Vice President-Finance &
                                         Chief Financial Officer

                                       24