##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 BAYOU CITY EXPLORATION, INC.
  NEVADA
(State or Other Jurisdiction of 
Incorporation of Organization)
    
    61-1306702
(IRS Employer Identification No.)
 
 
 
  þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ  o þ
 
 Title or Class
    
    Share Outstanding on October 31, 2009Common Stock, $0.005 par value
    
    
    26,653,633Preferred Stock, $0.001 par value
    
    
    0
 o þ




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##### 



PART IFINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTS (UNAUDITED)FINANCIAL STATEMENTS OF REGISTRANTBALANCE SHEETS AS OF JUNE 30, 2009 AND DECEMBER 31, 2008
    
    
    3STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
    
    
    4STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
    
    
    5NOTES TO FINANCIAL STATEMENTS
    
    
    6ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF OPERATIONS
    
    
    7ITEM 3.
    
    CONTROLS AND PROCEDURES
    
    
    11PART IIOTHER INFORMATIONITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    12ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    12ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    12ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    12ITEM 5.
    
    OTHER INFORMATION
    
    
    12ITEM 6.
    
    EXHIBITS
    
    
    12EX-31.1EX-31.2EX-32.1EX-32.2
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September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash
    
    $
    25,411
    
    
    $
    18,042Accounts receivable:Trade and other (net of reserves  $37,468 as of
September 30, 2009 and $222,011 as of December
31, 2008).
    
    
    133,480
    
    
    
    210,674TOTAL CURRENT ASSETS
    
    
    158,891
    
    
    
    228,716PROPERTY, PLANT, AND EQUIPMENT, NET
    
    
    242,554
    
    
    
    5,834TOTAL ASSETS
    
    $
    401,445
    
    
    $
    234,550LIABILITIES AND STOCKHOLDERS DEFICIT:CURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    92,601
    
    
    $
    354,789Accounts payable  related party
    
    
    134,906
    
    
    
    246,298AFE advances from JIB owners
    
    
    
    
    
    
    51,186Notes payable  related parties
    
    
    425,000
    
    
    
    616,569TOTAL CURRENT LIABILITIES
    
    
    652,507
    
    
    
    1,268,842LONG TERM LIABILITY  P&A COSTS
    
    
    
    
    
    
    43,806TOTAL LIABILITIES
    
    
    652,507
    
    
    
    1,312,648STOCKHOLDERS DEFICIT:Preferred stock, $0.001 par value; 5,000,000 shares
authorized; 0 shares issued and outstanding as of
September 30, 2009 and December 31, 2008
    
    
    
    
    
    
    Common stock, $0.005 par value; 150,000,000 shares
authorized; 26,653,633 shares issued and
outstanding at September 30, 2009 and
December 31, 2008
    
    
    133,268
    
    
    
    133,268Additional paid in capital
    
    
    13,284,765
    
    
    
    13,284,765Accumulated deficit
    
    
    (13,669,095
    )
    
    
    (14,496,131
    )TOTAL STOCKHOLDERS DEFICIT
    
    
    (251,062
    )
    
    
    (1,078,098
    )TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT
    
    $
    401,445
    
    
    $
    234,550
 
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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008OPERATING REVENUES:Oil and gas sales
    
    $
    226,457
    
    
    $
    19,054
    
    
    $
    756,075
    
    
    $
    53,214TOTAL OPERATING REVENUES
    
    
    226,457
    
    
    
    19,054
    
    
    
    756,075
    
    
    
    53,214OPERATING COSTS AND EXPENSES:Lease operating expenses and production taxes
    
    
    15,029
    
    
    
    (5,396
    )
    
    
    46,732
    
    
    
    (3,541
    )Impairment, abandonment and dry hole costs
    
    
    
    
    
    
    3,750
    
    
    
    
    
    
    
    3,750Exploration costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,899Depreciation, depletion and amortization
    
    
    
    
    
    
    
    
    
    
    5,834
    
    
    
    31,147General and administrative costs
    
    
    56,859
    
    
    
    37,931
    
    
    
    62,707
    
    
    
    225,970TOTAL OPERATING COSTS
    
    
    71,888
    
    
    
    36,285
    
    
    
    115,273
    
    
    
    272,225OPERATING INCOME (LOSS)
    
    
    154,569
    
    
    
    (17,231
    )
    
    
    640,802
    
    
    
    (219,011
    )OTHER INCOME (EXPENSE):Interest expense
    
    
    (7,336
    )
    
    
    (9,352
    )
    
    
    (25,409
    )
    
    
    (28,208
    )Gain (loss) on sale of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,129
    )Forgiveness of debt
    
    
    
    
    
    
    10,880
    
    
    
    167,344
    
    
    
    24,898Miscellaneous income
    
    
    2,095
    
    
    
    563
    
    
    
    44,299
    
    
    
    563NET INCOME (LOSS) BEFORE INCOME TAX
    
    
    149,328
    
    
    
    (15,140
    )
    
    
    827,036
    
    
    
    (243,887
    )Income Tax Provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    149,328
    
    
    $
    (15,140
    )
    
    $
    827,036
    
    
    $
    (243,887
    )NET LOSS PER COMMON SHARE
    
    $
    0.01
    
    
    $
    (0.00
    )
    
    $
    0.03
    
    
    $
    (0.01
    )Weighted Average Common Shares Outstanding  Basic and Diluted
    
    
    26,653,633
    
    
    
    26,653,633
    
    
    
    26,653,633
    
    
    
    26,653,633
 
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Nine Months EndedSeptember 30,2009
    
    
    2008CASH FLOW FROM OPERATING ACTIVITIES:Net Income (Loss)
    
    $
    827,036
    
    
    $
    (243,887
    )Adjustments to reconcile net income (loss) to net cash flows
used in operating activities:Depreciation, depletion, and amortization
    
    
    5,834
    
    
    
    31,147Impairment, abandonment, and dry hole costs
    
    
    
    
    
    
    3,750Loss on sale of assets
    
    
    
    
    
    
    22,129Forgiveness of Debt
    
    
    (167,344
    )
    
    
    Change in operating assets and liabilities:Accounts receivable  trade
    
    
    77,194
    
    
    
    (10,438
    )Prepaid expense and other assets
    
    
    
    
    
    
    7,024AFE advances  JIB owners
    
    
    (51,186
    )
    
    
    Accounts payable  related party
    
    
    (111,392
    )
    
    
    (45,130
    )Accounts payable and accrued liabilities
    
    
    (94,844
    )
    
    
    (159,014
    )Long term liability  P&A costs
    
    
    (43,806
    )NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    
    
    441,492
    
    
    
    (394,419
    )CASH FLOW FROM INVESTING ACTIVITIES:Purchase of furniture and computer equipment
    
    
    
    
    
    
    (3,977
    )Purchase of oil and gas properties
    
    
    (242,554
    )
    
    
    Proceeds from sale of assets
    
    
    
    
    
    
    408,936NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
    
    (242,554
    )
    
    
    404,959CASH FLOWS FROM FINANCIANG ACTIVITIES:Payments on long term debt
    
    
    (207,019
    )
    
    
    (7,452
    )Proceeds from BR Group line of credit
    
    
    15,450
    
    
    
    23,295NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
    
    (191,569
    )
    
    
    15,843NET INCREASE IN CASH
    
    
    7,369
    
    
    
    26,383CASH AT BEGINNING OF PERIOD
    
    
    18,042
    
    
    
    21,714CASH AT END OF PERIOD
    
    $
    25,411
    
    
    $
    48,097The accompanying notes are an integral part
of these financial statementsSupplemental Disclosure of Cash Flow Information:Cash paid during period for:Interest
    
    $
    72,769
    
    
    $
    
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BAYOU CITY EXPLORATION, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2009
 1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 INTERIM REPORTING
   2. GOING CONCERN
   3. SALE OF PROPERTY:
    6




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MANAGEMENTS DISCUSSION AND ANALYSIS OF OPERATIONS
 GENERAL OPERATIONS
           7




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DESCRIPTION OF PROPERTIES
   Key Developed Properties :
       Key Undeveloped Properties :
  RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
  8




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OPERATING REVENUES
  DIRECT OPERATING COSTS
  EXPLORATION COSTS
  OTHER OPERATING EXPENSES
  RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
   OPERATING REVENUES
    DIRECT OPERATING COSTS
  9




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EXPLORATION COSTS
  OTHER OPERATING EXPENSES
  OTHER INCOME (EXPENSES)
  INCOME TAX PROVISION
  CAPITAL RESOURCES AND FINANCIAL CONDITION
     10




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CONTROLS AND PROCEDURES
  11




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PART II
 OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibit 31.1
    
    Chief Executive Officers 302 CertificationExhibit 31.2
    
    Chief Financial Officers 302 CertificationExhibit 32.1
    
    Chief Executive Officers 906 CertificationExhibit 32.2
    
    Chief Financial Officers 906 Certification
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SIGNATURES
  BAYOU CITY EXPLORATION, INC.Date:  November 12, 2009
    By
    /s/ Robert D. BurrChief Executive Officer andPresident and Acting Chief
Financial Officer 13