##### 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 MARCH 31, 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
    
    61-1306702(State or Other Jurisdiction of 
Incorporation of Organization)
    
    (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 April 30, 2009Common Stock, $0.005 par value
    
    
    26,653,633Preferred Stock, $0.001 par value
    
    
    0
  o þ




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##### 



PART I
FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTS (UNAUDITED)FINANCIAL STATEMENTS OF REGISTRANTBALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER 31, 2008
    
    
    3STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 200 (UNAUDITED)
    
    
    4STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
    
    
    5NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
    
    
    6ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF OPERATIONS
    
    
    7ITEM 3.
    
    CONTROLS AND PROCEDURES
    
    
    10PART IIOTHER INFORMATIONITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    11ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    11ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    11ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    11ITEM 5.
    
    OTHER INFORMATION
    
    
    11ITEM 6.
    
    EXHIBITS
    
    
    11EX-10.1EX-10.2EX-31.1EX-31.2EX-32.1EX-32.2EX-31.1EX-31.2EX-32.1EX-32.2
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March 31
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash
    
    $
    28,815
    
    
    $
    18,042Accounts receivable:Trade and other (net of reserves  $222,011 as of
March 31, 2009 and December 31, 2008)
    
    
    150,000
    
    
    
    210,674TOTAL CURRENT ASSETS
    
    
    178,815
    
    
    
    228,716PROPERTY, PLANT, AND EQUIPMENT, NET
    
    
    4,376
    
    
    
    5,834TOTAL ASSETS
    
    $
    183,191
    
    
    $
    234,550LIABILITIES & STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable and accrued liabilities
    
    $
    109,289
    
    
    $
    354,789Accounts payable  related party
    
    
    188,844
    
    
    
    246,298AFE advances from JIB owners
    
    
    51,186
    
    
    
    51,186Notes payable  related parties
    
    
    508,081
    
    
    
    616,569TOTAL CURRENT LIABILITIES
    
    
    857,400
    
    
    
    1,268,842LONG TERM LIABILITY  P&A COSTS
    
    
    43,806
    
    
    
    43,806TOTAL LIABILITIES
    
    
    901,206
    
    
    
    1,312,648STOCKHOLDERS DEFICIT:Preferred stock, $0.001 par value; 5,000,000 shares
authorized; 0 shares issued and outstanding as of
March 31, 2009 and December 31, 2008
    
    
    
    
    
    
    Common stock, $0.005 par value; 150,000,000 shares
authorized; 26,653,633 shares issued and
outstanding at March 31, 2009 and
December 31, 2008
    
    
    133,268
    
    
    
    133,268Additional paid in capital
    
    
    13,284,765
    
    
    
    13,284,765Accumulated deficit
    
    
    (14,136,048
    )
    
    
    (14,496,131
    )TOTAL STOCKHOLDERS DEFICIT
    
    
    (718,015
    )
    
    
    (1,078,098
    )TOTAL LIABILITIES & SHAREHOLDERS DEFICIT
    
    $
    183,191
    
    
    $
    234,550
 
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Three Months EndedMarch 31,2009
    
    
    2008OPERATING REVENUES:Oil and gas sales
    
    $
    283,025
    
    
    $
    5,094TOTAL OPERATING REVENUES
    
    
    283,025
    
    
    
    5,094OPERATING COSTS AND EXPENSES:Lease operating expenses and production taxes
    
    
    24,329
    
    
    
    5,844Exploration costs
    
    
    
    
    
    
    13,440Depreciation, depletion and amortization
    
    
    1,458
    
    
    
    16,706General and administrative costs
    
    
    52,603
    
    
    
    67,164TOTAL OPERATING COSTS
    
    
    78,390
    
    
    
    103,154OPERATING INCOME (LOSS)
    
    
    204,635
    
    
    
    (98,060
    )OTHER INCOME (EXPENSE):Interest expense
    
    
    (10,093
    )
    
    
    (7,863
    )Gain (loss) on sale of assets
    
    
    
    
    
    
    57,750Forgiveness of debt
    
    
    165,541
    
    
    
    NET INCOME (LOSS) BEFORE INCOME TAX
    
    
    360,083
    
    
    
    (48,173
    )Income Tax Provision
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    360,083
    
    
    $
    (48,173
    )NET INCOME (LOSS) PER COMMON SHARE
    
    $
    0.01
    
    
    $
    (0.00
    )Weighted
Average Common Shares Outstanding 
Basic and Diluted
    
    
    26,653,633
    
    
    
    26,653,633
 
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THREE MONTHS ENDEDMarch 31,2009
    
    
    2008CASH FLOW FROM OPERATING ACTIVITIES:Net Income (loss)
    
    $
    360,083
    
    
    $
    (48,173
    )Adjustments to reconcile net income (loss) to net cash flows
used in operating activities:Depreciation, depletion, and amortization
    
    
    1,458
    
    
    
    16,706Loss on sale of assets
    
    
    
    
    
    
    (57,750
    )Forgiveness of debt
    
    
    (165,541
    )
    
    
    Change in operating assets and liabilities:Accounts Receivable  trade
    
    
    60,674
    
    
    
    2,328AFE advances  JIB owners
    
    
    
    
    
    
    Accounts payable  related party
    
    
    (57,454
    )
    
    
    (15,608
    )Accounts payable and accrued liabilities
    
    
    (79,959
    )
    
    
    (98,389
    )NET CASH USED IN OPERATING ACTIVITIES
    
    
    119,261
    
    
    
    (200,886
    )CASH FLOW FROM INVESTING ACTIVITIES:Purchase of oil and gas properties
    
    
    
    
    
    
    (3,977
    )Proceeds from sale of oil and gas leaseholds
    
    
    
    
    
    
    357,857NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
    
    
    
    
    
    353,880CASH FLOWS FROM FINANCING ACTIVITIES:Payments on long term debt
    
    
    
    
    
    
    (3,701
    )Proceeds from BR Group line of credit
    
    
    (108,488
    )
    
    
    23,295Dividends paid
    
    
    
    
    
    
    NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
    
    (108,488
    )
    
    
    19,594NET INCREASE (DECREASE) IN CASH
    
    
    10,773
    
    
    
    172,588CASH AT BEGINNING OF PERIOD
    
    
    18,042
    
    
    
    21,714CASH AT END OF PERIOD
    
    $
    28,815
    
    
    $
    194,302
 
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BAYOU CITY EXPLORATION, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 INTERIM REPORTING
  
 2. GOING CONCERN
   3. SALE OF PROPERTY:
   6




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ITEM 2. 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 MARCH 31, 2009 AND 2008
  OPERATING REVENUES
  DIRECT OPERATING COSTS
  8




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EXPLORATION COSTS
  OTHER OPERATING EXPENSES
  INCOME TAX PROVISION
  CAPITAL RESOURCES AND FINANCIAL CONDITION
     9




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ITEM 3. CONTROLS AND PROCEDURES
   10




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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
 
 SIGNATURES
  BAYOU CITY EXPLORATION, INC.Date: May 14, 2009
    By
    /s/ Robert D. BurrChief Executive Officer andPresident and Acting Chief
Financial Officer 11