<PAGE>   1

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  FORM 10-QSB

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

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999; OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _______

COMMISSION FILE NO. ___________


                             POWER EXPLORATION, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 NEVADA                                 84-0811647
    (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                          5416 Birchman Ave.
                          Fort Worth, Texas                76107
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (ZIP CODE)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (817) 377-4464

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRATION WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES [X] NO [ ]

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

          Class                              Outstanding as of March 31, 1999
------------------------------            -------------------------------------
Common stock, $0.02 par value                           14,612,354



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


<PAGE>   2

                                INDEX
<TABLE>
<CAPTION>

<S>                                                                                                                       <C>
Cautionary Statements Relevant to Forward-Looking Information for the Purpose of
"Safe Harbor" Provisions of the Private Securities Litigation Reform Act of
1995                                                                                                                        3

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements                                                                                                4
                Consolidated Balance Sheet for the Two Most Recent Quarters                                                 4
                Consolidated Statement of Operations for the Two Most Recent Quarters                                       5
                Consolidated Statement of Cash Flows for the First Quarter of 1998 and 1997                                 6
                Notes to Consolidated Financial Statements                                                                  7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
                General                                                                                                    15
                Overview                                                                                                   15
                History of Losses                                                                                          15
                Financial Results                                                                                          15
                Liquidity And Capital Resources                                                                            16
                Operating Environment                                                                                      17
                Year 2000 Compliance                                                                                       17
                Uncertainties And Risk Factors                                                                             17

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                                                  21



Signature

EXHIBITS

     27         Financial Data Schedule
</TABLE>


<PAGE>   3






        CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR
                 THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This quarterly report on Form 10-QSB contains forward-looking statements
relating to Power Exploration Inc.'s ("Power" or "the Company") operations that
are based on management's current expectations, estimates and projections about
the petroleum and chemicals industries. Words such as "expects," "intends,"
"plans," "projects," "believes," "estimates" and similar expressions are used to
identify such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements.

Among the factors that could cause actual results to differ materially are crude
oil and natural gas prices; potential failure to achieve, and potential delays
in achieving, expected production from existing and future oil and gas
development projects; potential disruption or interruption of the company's
production, manufacturing or transportation facilities due to accidents or
political events; potential disruption to the company's operations due to
untimely or incomplete resolution of Year 2000 issues by the company and other
entities with which it has material relationships; potential liability for
remedial actions under existing or future environmental regulations; and
potential liability resulting from pending or future litigation. In addition,
such statements could be affected by general domestic and international economic
and political conditions.

The Company undertakes no obligation to publicly release the results of any
revision to any forward-looking statement contained in this Report which may be
made to reflect events or circumstances occurring subsequent to the filing of
this Report with the Securities and Exchange Commission ("SEC"). Readers are
urged to carefully review and consider the various disclosures made by the
Company in this Report and in the Company's other Reports filed with the SEC
that attempt to advise interested parties of the risks and factors that may
affect the Company's business.



<PAGE>   4



PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS
POWER EXPLORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                 MARCH 31, 1999    SEPT. 30, 1998
                                                                    UNAUDITED         AUDITED
                                                                 --------------    --------------
<S>                                                              <C>               <C>
                            ASSETS
CURRENT ASSETS
Cash                                                             $       (1,410)   $      129,903
Accounts Receivable                                                      88,069            11,477
Accounts Receivable - Related Party                                     121,253           121,253
Inventory                                                               271,947           385,534
Prepaid Expenses                                                        148,268           123,542
TOTAL CURRENT ASSETS                                             $      628,127    $      771,709

OIL & GAS PROPERTIES, FULL COST METHOD
Properties being amortized                                            5,507,714         5,396,496
Properties not subject to amortization                                1,303,805         1,312,505
                                                                      6,811,519         6,709,001
Less:  Accumulated depreciation, depletion & amortization                (5,778)           (2,222)
NET OIL AND GAS PROPERTIES                                            6,805,741         6,706,779

PROPERTY AND EQUIPMENT
Property and Equipment                                                  324,086           283,739
Accumulated Depreciation                                                (68,345)          (46,037)
Total Property and Equipment                                            255,741           237,702

OTHER ASSETS                                                             19,553            13,846

TOTAL ASSETS                                                     $    7,709,162    $    7,730,036

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                            $      564,423    $      414,669
Customer Deposits                                                          --             110,000
Debentures Payable                                                         --             250,000
Unamortized Discount on Debentures                                       (7,692)           (7,692)
Notes Payable                                                           500,000           950,000
Notes payable -- Related Parties                                        619,313              --
                                                                 --------------    --------------
TOTAL CURRENT LIABILITIES                                        $    1,676,044    $    1,716,977
                                                                 --------------    --------------

LONG TERM LIABILITIES
                                                                           --                --
                                                                 --------------    --------------
TOTAL LIABILITIES                                                $    1,676,044    $    1,716,977
                                                                 --------------    --------------

STOCKHOLDERS' EQUITY
Common Stock ($.02 par value; 50,000,000 shares
authorized, 14,612,354 shares issued & outstanding)                     297,219           215,872
Additional Paid-In Capital                                           12,871,307        10,382,611
Accumulated Deficit                                                  (7,135,408)       (4,585,424)
                                                                 --------------    --------------
TOTAL STOCKHOLDERS' EQUITY                                       $    6,033,118    $    6,013,059
                                                                 ==============    ==============
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $    7,709,162    $    7,730,036
                                                                 ==============    ==============
</TABLE>





<PAGE>   5

POWER EXPLORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWO MOST RECENT QUARTERS

<TABLE>
<CAPTION>
                                               3 MONTHS ENDING   3 MONTHS ENDING
                                                MARCH 31, 1999    DEC. 31, 1998
                                                  UNAUDITED         UNAUDITED
                                                --------------    --------------
<S>                                             <C>               <C>
REVENUE
Oil and Gas Sales                               $        1,785    $        2,485
Equipment Sales                                        189,398             7,635
                                                --------------    --------------
TOTAL REVENUE                                          191,183            10,120
                                                --------------    --------------

COST OF REVENUE
Lease Operating                                         28,055            44,878
Production Taxes                                          --                  32
Depreciation, Depletion & Amortization                     279               279
Exploration                                               --                --
Cost of Equipment Sales                                142,080             1,510
                                                --------------    --------------
TOTAL COST OF REVENUE                                  170,414            46,699
                                                --------------    --------------

                                                --------------    --------------
GROSS PROFIT                                            20,769           (36,579)
                                                --------------    --------------

EXPENSES
General and Administrative                           2,018,547           404,210
Interest Expense                                         8,648            17,115
                                                --------------    --------------
TOTAL EXPENSES                                       2,027,195           421,325
                                                --------------    --------------

PROFIT (LOSS) BEFORE OTHER INCOME
AND PROVISION FOR INCOME TAXES                      (2,006,426)         (457,904)

OTHER INCOME                                              --                --

PROFIT (LOSS) BEFORE PROVISION
FOR INCOME TAXES                                    (2,006,426)         (457,904)
                                                --------------    --------------

PROVISION FOR INCOME TAXES                                --                --

                                                --------------
NET PROFIT (LOSS)                               $   (2,006,426)   $     (457,904)
                                                ==============    ==============


PROFIT (LOSS) PER SHARE                         $        (0.14)   $        (0.04)
                                                ==============    ==============

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                  14,612,354        12,040,382
                                                ==============    ==============

</TABLE>


<PAGE>   6



POWER EXPLORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE TWO MOST RECENT QUARTERS

<TABLE>
<CAPTION>
                                                              3 MONTHS ENDING   3 MONTHS ENDING
                                                               MARCH 31, 1999    DEC. 31, 1998
                                                                 UNAUDITED         UNAUDITED
                                                               --------------    --------------
<S>                                                            <C>               <C>
Profit (Loss) After Taxes                                      $   (2,006,426)   $     (457,904)
Depreciation and Amortization                                          11,536            11,329
                                                               --------------    --------------
CASH FLOW FROM INCOME STATEMENT                                    (1,994,890)         (446,575)
                                                               ==============    ==============

Accounts Receivable..................Decr(Incr)                       (79,707)            3,115
Inventory..................................Decr(Incr)                 111,882           (31,366)
Prepaid & Deferred Exp..............Decr(Incr)                        (17,591)           (7,135)
Accounts Payable.....................Incr(Decr)                       149,450           (23,744)
Customer Deposits....................Incr(Decr)                      (230,000)          120,000
Notes Payable - Related Parties..Incr(Decr)                           556,313              --

                                                               --------------    --------------
CASH FLOW FROM OPERATING ACTIVITIES                                (1,504,543)         (385,705)
                                                               ==============    ==============


Fixed Assets............................Decr(Incr)                    (27,275)             (278)
Net Oil & Gas Prop....................Decr(Incr)                      329,491          (131,730)
Other Assets............................Decr(Incr)                       --              (5,707)
                                                               --------------    --------------
CASH FLOW FROM INVESTING ACTIVITIES                                   302,216          (137,715)
                                                               ==============    ==============


New Borrowings                                                                          368,500
Repayments                                                                             (105,500)
Short Term Debt.......................Incr(Decr)                     (450,000)             --
Long Term Debt........................Incr(Decr)                         --                --
Common Stock.........................Incr(Decr)                        53,001              --
Additional Paid In Capital...........Incr(Decr)                     1,578,435           150,000
                                                               --------------    --------------
CASH FLOW FROM FINANCING ACTIVITIES                                 1,181,436           413,000
                                                               ==============    ==============


Net Increase (Decrease) in Cash                                       (20,891)         (110,420)
Beginning Cash                                                         19,481           129,901
                                                               --------------    --------------
ENDING CASH                                                            (1,410)           19,481
                                                               ==============    ==============
</TABLE>



<PAGE>   7



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

         The Company is engaged primarily in the fields of acquisition,
development, exploration for and sale of oil and gas, and the construction and
sale of oil and gas extraction equipment.


Basis of Consolidation

         The consolidated financial statements include the accounts of Power
Exploration, Inc. ("Power", formerly Titan Energy Corp., Inc.) and its 100%
owned subsidiaries, Oil Retrieval Systems, Inc. ("ORS"), acquired May 16, 1997
and Oil Seeps, Inc. ("OSI") acquired June 17, 1997. Accordingly, all references
herein to "Power" or the "Company" include the consolidated results of its
subsidiaries. All significant inter-company accounts and transactions have been
eliminated in consolidation.


Use of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount 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 date. Actual results could differ from those estimates.


Concentration of Credit Risk

         The Company places its cash in what it believes to be credit-worthy
financial institutions. However, cash balances may exceed FDIC insured levels at
various times during the year.


Per Share of Common Stock

         Per share amounts have been computed based on the average number of
common shares outstanding during the period.

         In February 1997, the Financial Accounting Standards Board issued a new
statement titled "Earnings Per Share" (SFAS No. 128). This statement is
effective for both interim and annual periods ending after March 15, 1997 and
specifies the computation, presentation, and disclosure requirements for
earnings per share for entities with publicly held common stock or potential
common stock. All prior-period EPS data presented has been restated to conform
with the provisions for SFAS No. 128.

         Potential common stock has been excluded from the computation of
earnings per share since the inclusion of options and warrants would be
anti-dilutive.

<PAGE>   8


Impact of Recently Issued Accounting Standards

         In June 1997, the Financial Accounting Standards Board issued a new
statement titled "Reporting Comprehensive Income" (SFAS No. 130). This statement
is effective for both interim and annual periods beginning after March 15, 1997.
This statement uses the term "comprehensive income" to describe the total of all
components of comprehensive income, including net income. This statement uses
the term "other comprehensive net income" to refer to revenues, expenses, gains
or losses that under generally accepted accounting principles are included in
comprehensive income, but excluded from net income.

         The impact of SFAS No. 130 in the financial statements, had it been
adopted as of September 30, 1998 and 1997, is not applicable, since the Company
had no other comprehensive income.


NOTE 2 - INVENTORY

Inventory at March 31, 1999 and December 31, 1998 consists of the following:

<TABLE>
<CAPTION>

                                  MAR. 31, 1999    DEC. 31, 1998
<S>                              <C>              <C>
Raw Material                     $      224,871   $      233,485
Work in Process                          47,076          150,343
                                 --------------   --------------
                                 $      271,947   $      383,828
                                 ==============   ==============
</TABLE>


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment at March 31, 1999 and December 31, 1998 consist of the
following:

<TABLE>
<CAPTION>

                                       MAR. 31, 1999    DEC. 31, 1998
<S>                                   <C>              <C>
Shop Equipment                        $       30,852   $       30,852
Furniture and Office Equipment                24,067           22,887
Machinery                                    269,167          243,072
                                      --------------   --------------
                                             324,086          296,811

Less Accumulated Depreciation                 68,345           46,037
                                      --------------   --------------
Property and Equipment - Net          $      255,741   $      250,774
                                      ==============   ==============
</TABLE>


NOTE 4 - OIL AND GAS PROPERTIES NOT SUBJECT TO AMORTIZATION

The Company's oil and gas properties are located in the United States and
Australia. The $1,303,805 and $1,312,505 cost of unproved oil and gas leases
held at March 31, 1999 and September 30, 1998, respectively, have been excluded
in computing amortization of the full cost pool. All excluded costs at March 31,
1999 are located in Australia.

A determination cannot be made about the extent of oil reserves that should be
classified as proved reserves for this prospect. Consequently, the associated
property costs and exploration costs have been excluded in computing
amortization of the full cost pool. The Company estimates that amortization of
these costs will begin during the calendar year 2000.


<PAGE>   9

NOTE 5 - PARTICIPATION AGREEMENTS

         The Company had entered into a participation agreement in the
development of the Revilo Glorieta Unit situated in Scurry County, Texas. Under
this agreement, the Company received an 18% net revenue interest in the
property, with no liability for expenses except as described below. The
agreement was effective January 15, 1997 and was terminated by the Company
during the year ended September 30, 1998.

         The agreement called for the Company to furnish three oil retrieval
systems to facilitate production on the property in order to earn its 18% net
revenue interest. The Company bore no expense in the operation of the units,
except to provide maintenance expense on the equipment.

         The Company also entered into a participation agreement with Corsicana
Drilling Partners No. 2, G.P. This partnership arrangement provided
approximately $500,000 in proceeds to drill two lateral wells on the Company's
Barry lease located in Corsicana, Texas. The terms of the partnership include
payment of 70% of the net cash proceeds from the two-well production back to the
general partners until payback of initial proceeds plus a 12% rate of return and
50% of the net proceeds of the two-well production thereafter, in perpetuity. As
of the date of this filing, the partnership has not generated net proceeds form
the production generated by the two wells.

NOTE 6 - NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                                MAR 31                 DEC. 31
                                                                                 1999                    1998
                                                                            ---------------         ---------------
<S>                                                                         <C>                     <C>
Notes Payable
         a) Bank of Commerce                                                          -----                 100,000
         b) Business Exchange Investments, Inc.                                     250,000                 250,000
         c) Dallas Cady Family, LLP                                                   -----                  50,000
         d) Benchmark Equity Group                                                    -----                   -----
         e) Trident                                                                 250,000                 250,000
         f) MB Exploration                                                            -----                 300,000
                                                                            ===============         ===============
Total                                                                       $       500,000         $       950,000
                                                                            ===============         ===============

Notes Payable - Related Parties
        g) M.O. Rife IV                                                     $        19,500         $        44,500
        h) Directors                                                                 18,500                  18,500
        i) Rife Oil Properties                                                      581,313
                                                                            ---------------         ---------------
Total                                                                       $       619,313         $        63,000
                                                                            ===============         ===============
</TABLE>


a) The Company is indebted to Business Exchange Investment, Inc. under terms of
a promissory note dated September 15, 1998. Terms of the note provide for
interest at a rate of 10% per annum with an original maturity date of January
15, 1999. The maturity has been extended to June 1, 1999 (See Note 13(a)). The
note is collateralized by 100% of the shares of OSI.

b) The Company was indebted to Dallas Cady Family, LLP under terms of a
promissory note dated September 15, 1998 in the amount of $50,000. Terms of the
note provide for interest to be paid in the form of 80,000 common stock purchase
warrants with an exercise price of $1.00 per share. The warrants have been
valued at $44,160. Rife Oil Properties, Inc. paid the note due to the Dallas




<PAGE>   10

Cady Family, LLP, and the note due was reclassified as a payable to Related
Parties - Rife Oil Properties, Inc.

c) The Company is indebted to Trident III, LLC under terms of a promissory note
in the amount of $250,000. The note bears interest at 10% per annum and is due
on April 20, 1999. The Company has also issued 100,000 shares of Common Stock to
Trident III.

d) Notes retired during the quarter include the Bank of Commerce note which was
paid by Rife Oil Properties (See Note (h) below), and the note to Benchmark
Equity Group was converted to equity (See Note 11).

e) On November 31, 1998, the Company purchased various oil, gas and/or mineral
leases located in East Texas along with 3-D Seismic Data from MB Exploration,
LLC. The purchase price was $350,000, and the Company paid $50,000 in cash and
$300,000 with a promissory note bearing interest at 6% per annum and due January
31, 1999. On April 7, 1999, the Company defaulted on the terms of this note and
incurred a one-time charge of $75,000 resulting from the forfeit of the down
payment made in connection with this acquisition.

g) The Company is indebted to M.O. Rife IV under terms of a promissory note
dated April 7, 1998 in the amount of $50,000. Mr. Rife is the son of a principal
stockholder of the Company. Terms of the note provide for interest at a rate of
12% per annum, with an original maturity date of October 6, 1998. The maturity
date of the note has been extended to May 31, 1999, and the principal has been
reduced to $19,500.

h) The Company uses the services of Rife Oil Properties, which is owned by a
principal stockholder, to drill its wells; in addition, the Company rents its
Fort Worth, Texas office space from Rife Oil, and has received various cash
loans from Rife Oil during the quarter ending 3-31-99, resulting from the sale
of its Power common stock. During the quarter, the Rife Oil sold 756,000 shares
of the Company's common stock for $491,000, and loaned the Company those funds
at annual interest rate of 8%. The note will mature on March 31, 2000. Also
included in this amount is the note due to the Bank of Commerce for $100,000
which was paid by Rife Oil Properties, Inc. in March of 1999. The terms of this
note are one year accrued at an interest rate of 8%. The Company has
subsequently remitted funds back to Rife Oil to reflect the outstanding amount
due of $581,313.

NOTE 7 - DEBENTURES PAYABLE

a) During July and August 1997, the Company sold $1,250,000 of 12% Convertible
Debentures, in accordance with Regulation D of the Securities Act of 1933, for
net proceeds of $870,000.

         The debentures bore interest at 12% per annum and were due and payable
on July 31, 1998, if not converted earlier. Interest was payable quarterly.

         The principal amount of the debentures was converted at the holders
option anytime 28 days after the closing date into shares of the Company's
common stock at a conversion price for each share of Company common stock equal
to the lower of (a) 80% of the closing bid price of the common stock for the
business day immediately preceding the date of receipt by the Company and notice
of conversion or (b) 80% of the average of the closing bid price of the common
stock for the 5 business days immediately preceding the closing date.


<PAGE>   11

         Costs of $130,000 incurred in connection with the issuance of these
debentures are being amortized over the life of the debentures. Un-amortized
issuance costs are charged to additional paid-in capital as debentures are
converted into common stock

         As of September 30, 1997, $467,000 principal amount of debentures had
been converted into 434,702 shares of common stock. During the year ended
September 30, 1998, the remaining $783,000 principal amount of debentures was
converted into 1,239,372 shares of common stock. Accrued interest of $38,607 has
been included in the above conversions.

b) On October 22, 1997, the Company sold $250,000 of 12% Convertible Debentures
in accordance with Regulation D of the Securities Act of 1933, for net proceeds
of $176,000. Conversion terms are similar to those of the debentures described
in (a) above.

         The Company and the buyer of the debenture were in disagreement
concerning the validity of the debenture. On October 29, 1998, the parties
reached an agreement. The agreement provides that the buyer will remit an
additional amount of $150,000 to the Company. The Company will then issue
650,000 shares of common stock to convert the total advances of $400,000 plus
all accrued interest into equity. This conversion occurred on October 30, 1998.

NOTE 8 - WARRANTS

         At March 31, 1999, the Company had the following common stock purchase
warrants outstanding:

(a.) 100,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at any time on or before August
31, 2002 at an exercise price of $2.50 per share (subject to customary
anti-dilution adjustments). The exercise price exceeded the market price of the
underlying common stock on the date of issuance. The warrants were issued in
connection with the placement of convertible debentures.

(b.) 80,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at any time on or before August
31, 2003 at an exercise price of $1.00 per share (subject to customary
anti-dilution adjustments). The warrants were issued in connection with the debt
described in Note 6(b) and have been valued at $44,160.

(c.) 75,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at any time on or before October
31, 2003 at an exercise price of $2.50 per share (subject to customary
anti-dilution adjustments). The warrants were issued as a fee in connection with
the debt incurred through Benchmark Equity Group and have been valued at
$103,575.

(d.) 20,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at any time on or before June 1,
2003 at an exercise price of $2.50 per share (subject to customary anti-dilution
adjustments). The warrants were issued as payment for a consulting agreement and
have been valued at $27,620.

The following warrants were converted into shares common shares:

(e.) 375,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at any time on or before October
31,2003 at an exercise price of $1.00 per share (subject to customary
anti-dilution


<PAGE>   12

adjustments). The warrants are cashless and were issued as a fee in connection
with the Benchmark Equity debt. On February 1, 1999, notice was given to the
Company converting the cashless warrants to shares of the Company's common stock
at a price of $1.98. 185,607 shares of the Company's common stock were issued to
Benchmark Equity Group for the conversion of these warrants.

(f.) 100,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at anytime on or before June 1,
2003, at an exercise price of $1.00 per share (subject to customary
anti-dilution adjustments). The warrants were issued as payment of interest on a
$100,000 note and have been valued at $55,200. On February 1, 1999, notice was
given to the Company converting the cashless warrants to shares of the Company's
common stock at conversion price of $1.98. 49,495 shares of the Company's common
stock were issued to Peter S. Zouvas for the conversion of these warrants.

(g.) 200,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at anytime on or before June 1,
2003, at an exercise price of $1.00 per share (subject to customary
anti-dilution adjustments). The warrants were issued as payment for a consulting
agreement. On February 1, 1999, notice was given to the Company converting the
cashless warrants to shares of the Company's common stock at conversion price of
$1.98. 98,990 shares of the Company's common stock were issued to Delphi
Consulting, Inc. for the conversion of these warrants.

(h.) 50,000 warrants, each of which entitles the registered holder thereof to
purchase one share of Common Stock, exercisable at any time on or before October
31, 2003 at an exercise price of $1.00 per share (subject to customary
anti-dilution adjustments). The warrants are cashless and were issued as a fee
in connection with the Benchmark Equity debt. On February 1, 1999, notice was
given to the Company converting the cashless warrants to shares of the Company's
common stock at a price of $1.98. 24,748 shares of the Company's common stock
were issued to Jeffrey W. Tomz for the conversion of these warrants.

The warrants issued do not confer upon the holders thereof any voting or other
rights of a stockholder of the Company.

The warrants described in items (a) through (d) above are not subject to a
"cashless exercise" provision (the "warrant exchange"), whereas items (e)
through (h), but have already been converted into shares of common stock as
described.

NOTE 9 - RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 1999:

         The Company renewed a promissory note to the son of a principal
stockholder in the amount of $19,500. (See Note 6(g)).

         The Company had liabilities to two directors totaling $18,500 which
consisted of drilling advances and accounts payable.

         A principal stockholder paid the Bank of Commerce promissory note in
the amount of $100,000 and this amount is no included in the notes payable -
related party classification. This same stockholder has sold part of his shares
in the Company on the open market and lent the proceeds to the Company at an
interest rate of 8% for the period of one year. (See Note 6(h)).

<PAGE>   13

         The Company occupies space in facilities owned by the stockholder
mentioned above. The Company pays rent to the stockholder in the amount of
$2,500 per month. The space is rented on a monthly basis.

         Where possible the Company prefers to have Rife Oil Properties, Inc.
act as operator of the oil and natural gas properties and prospects in which it
owns an interest.

         M. O. Rife III, the Company's Chairman, owns 100% of Rife Oil
Properties, Inc., and Rife Oil Properties, Inc. is one of the Company's major
stockholders. As mentioned above, and also in Note 10(e), the Company has an
option to acquire Rife Oil Properties, Inc.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

a) The Company has entered into various non-cancelable operating lease
agreements for office and warehouse space and equipment.

Warehouse facilities located in Fort Worth, Texas. The lease term expires on
September 30, 1999 and the Company has an option to review the lease for a
two-year period.

Office facilities located in San Antonio, Texas. The lease term expires on June
30, 1998.

Office facilities located in Tyler, Texas. The lease term expires on January 31,
2000.

Office facilities located in Tyler, Texas. The lease term on expires on June 30,
1999.

Various office equipment leases expiring at various times through June 25, 2003.

Future minimum lease payments under the lease agreements for each of the years
ended September 30 are as follows:

<TABLE>
<CAPTION>

<S>                                              <C>
                           1999                  $     98,485
                           2000                        29,209
                           2001                        17,421
                           2002                         7,805
                           2003                         3,048
                                                 ------------
           Total Minimum Lease Payments          $    154,968
                                                 ============
</TABLE>

b) The Company has pledged 100% of the shares of Oil Seeps, Inc., a wholly owned
subsidiary, as collateral for a $250,000 promissory note due on February 15,
1999. The note has been extended to June 1, 1999. (See Note 5(b) and Note
13(a)).

c) The note payable to Benchmark described in Note 6(d) is collateralized by all
fixed, real, tangible and intangible assets owned by the Company. The collateral
was released upon repayment of the note on October 7, 1998.

d) A former employee of Oil Retrieval Systems, Inc. (a subsidiary of the
Company) filed a sexual harassment complaint with the City of Fort Worth. The
Company agreed to engage in mediation, which resulted in the Company paying
$20,000 in exchange for a full and final release from the employee. In other




<PAGE>   14

legal matters, the Company has filed an administrative claim with the Bankruptcy
Court to recover $30,000 from Southern Equipment.


e) The Company has an option to acquire Rife Oil Properties, Inc., a principal
stockholder of the Company, for 3,000,000 shares of Company Common Stock. The
option expires on August 31, 1999.

f)    The Company has entered into discussions to acquire certain assets of
      Power Exploration Company, Inc., a company owned by certain officers and
      directors of the Company, for 2,000,000 shares of common stock. These
      shares are being held in trust pending the finalization of any acquisition
      and are not included in shares issued or outstanding as of March 31, 1998.


NOTE 11 - SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITIES

During the six-months ended March 31, 1999:

         725,000 cashless warrants were converted into 358,840 shares of stock.

         Debentures payable of $250,000 were converted into shares of common
         stock (See Note 7(c)).

         Oil and gas properties that acquired in exchange for cash and a note
         for $300,000. Subsequently, the Company was unable to meet the terms of
         that note and this property is involved in foreclosure proceedings.

         The loan from Benchmark Equity Group for $500,000 was converted into
         500,000 shares of the Company's common stock on October 7, 1998.
         Additional consideration for this loan took the form of 425,000
         warrants at an exercise price of $1.00; these warrants were also
         converted, resulting in the issuance of 209,455 additional shares of
         the Company's common stock.


During the year ended September 30, 1998:

         A note payable plus accrued interest was satisfied through the issuance
         of 1,000,000 shares of common stock. Principal and interest converted
         totaled $1,343,381.

         Common stock totaling 1,239,372 shares was issued on conversion of
         $783,000 of debentures, plus accrued interest.

         Common stock warrants valued at $382,335 were issued in connection with
         various debt agreements.

         Common stock warrants valued at $82,820 were issued in connection
         consulting agreements.

         Common stock warrants valued at $55,200 were issued as payment for
         services.

         Common stock totaling 1,100,000 shares valued at $687,500 was issued as
         payment for services.


<PAGE>   15


NOTE 12 - GOING CONCERN

         The accompanying consolidated financial statements have been prepared
assuming the company will continue as a going concern. As of March 31, 1999, the
Company has a working capital deficit of $1,047,917 and an accumulated deficit
of $7,135,408. Based upon the Company's plan of operation, the Company estimates
that existing resources, together with funds generated from operations will not
be sufficient to fund the Company's working capital. The Company is actively
seeking additional equity financing. There can be no assurances that sufficient
financing will be available on terms acceptable to the Company or at all. If the
Company is unable to obtain such financing, the Company will be forced to scale
back operations, which would have an adverse effect on the Company's financial
condition and results of operation.


NOTE 13 - SUBSEQUENT EVENTS

Subsequent to March 31, 1999, the Company:

a) Extended the maturity of the note to Business Exchange Investment, Inc. to
June 1, 1999.

b) Paid the note to Dallas Cady Family, LLP from proceeds of a new note payable
to Rife Oil Properties, Inc. in January, 1999.

c) Renewed the loan with MB Exploration. The Company paid the note down to
$279,500. The new note bears interest at 18% and is due March 31, 1999.
Subsequently, the Company was unable to meet the terms of that note and this
property is involved in foreclosure proceedings. MB Exploration filed to
foreclose on this property on April 7, 1999.

d) Extended the maturity of the note to M. O. Rife IV to June 30, 1999 and
reduced the principal to $14,500.

e) Entered into three cancelable consulting agreements with third parties.
Compensation for services provided under these agreements has been paid in
Common Shares of the Company. The Company issued 2,600,000 shares of Common
Stock, valued at $1,582,000 in connection with these agreements.


<PAGE>   16



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

General

         The following discussion of the consolidated financial condition and
results of operations of the Company should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto included
in Item 1 of Part I of this Report.


Overview

         Power, along with its wholly owned subsidiaries, is a developmental
global resource company engaged in oil and gas exploration. In addition to
exploration and development of new properties, Power redevelops currently
producing oil and gas fields, and researches and develops exploration and
recovery technologies, including the manufacture of new, cutting-edge oil
recovery equipment. (See "Glossary of Selected Oil and Natural Gas Terms" in the
Company's most recent 10-KSB/A for a definition of certain oil and gas industry
terms used in this report.)

         During its history, Power has changed its name several times. At
different times Power has been known as Imperial Energy Corp., Funscape Corp.,
Oil Retrieval Systems, Inc., and Titan Energy Corp. In this report, all of these
entities shall be referred to as Power.

         Power's business activity has stagnated due to current limited capital
resources and cash flow. The company is currently seeking financing that will
provide adequate capitalization. The Company has devised a two-stage financing
program to achieve its goals and financial forecasts. In the first stage, Power
will require approximately $3 million and in the second stage will require an
additional $7 million. The financing is expected to be secured through joint
venture participations for specific purposes.


History of Losses

         Power had a net loss of $2,006,426 for the three months ended March 31,
1999, and net losses of $628,961 and $2,695,817, for the years ended September
30, 1997 and 1998, respectively. Power may continue to incur net losses and, to
the extent that natural gas and crude oil prices remain low, such losses may be
substantial.


Financial Results

         Revenues

         Oil and gas sales decreased $700, or 28%, to $1,785 for the three
months ended March 31, 1999 from $2,485 for the three months ended December 31,
1998. Equipment sales increased $181,763, or 2300%, to $189,398 for the three
months ended March 31, 1998 from $7,635 for the three months ended December 31,
1998. Even with these increases in revenue and an increase in gross profit,
income was far short of expenses. To date, Power has been putting the necessary
components in place to create ongoing income, and these efforts should begin to
be realized during the second half of the 1999 fiscal year.


<PAGE>   17

         Costs and Expenses

         Power's general and administrative expenses increased $1,614,337, or
500%, to $2,018,547 for the three months ended March 31, 1999 from $404,210 for
the three months ended December 31, 1998. The change in the dollar amount of
general and administrative expenses was due primarily to a significant increase
in consulting fees, represented by the issuance of stock under rule S-8, which
accounted for 80% of all general and administrative expenses. Four consulting
agreements totaling 2,600,000 shares of the Company's common stock were issued
and charged against general & administrative expenses in the amount of
$1,582,000.

         Other major components of general and administrative expenses included
officer's salaries at 2%, Tyler office salaries at 8%, non-officer salaries at
8%, and legal fees at 2%. Separately, lease operating expenses decreased $1,750
to $44,878 for the three months ended March 31, 1999 from $44,878 for the three
months ended December 31, 1998.

         Net Loss

         Net loss for the three months ended March 31, 1999 was $2,006,426, or
$.14 per share, compared to a loss of $986,680, or $.04 per share, for the three
months ended December 31, 1998. Net cash used in operating activities was
$1,504,543 for the three months ended March 31, 1999, and $384,034 for the three
months ended December 31, 1998, representing a increase of 527% in cash usage.
All cash activities of the business produced a $20,891 decrease in cash for the
three months ended March 31, 1999.

Liquidity and Capital Resources

         Power's working capital deficit on March 31, 1999 was $1,047,917
compared to a deficit of $986,680 on December 31, 1998. Power had a current
ratio of 0.4 the three months ended March 31, 1999 as well as for the fiscal
year ended September 30, 1998. A comparison of other ratios that measure
financial performance show no change in the quick ratio of 0.2, no change in the
net worth to assets ratio of 0.8, and debt to net worth of (2.3) and (2.4)
respectively. This data all highlights Power's need to raise additional capital,
to convert some short-term debt into long-term debt, or to incur new long-term
debt.

         Cash and cash equivalents totaled $149,096 at March 31, 1999, a $54,721
decrease from December 31, 1998. A decrease in short-term debt resulted from the
equity conversion of the Benchmark debt. The company's debt totaled $1,676,044
at March 31, 1999, down 5% from September 30, 1998. The decrease was primarily
from the conversion of short-term debt to common stock.

         Long-Term Debt

         On March 31, 1999, Power had no long-term debt. Although 89% of Power's
assets are comprised of oil and gas properties that are not a current asset, all
of Power's borrowings have been short term in nature. This has aggravated the
Company's cash position and produced lower measures of financial performance
than would otherwise be possible.

         Need to Raise Additional Capital

         The growth of Power's business will require substantial capital on a
continuing basis. There is no assurance that any such required additional funds
would be available on satisfactory terms and conditions, if at all. There is




<PAGE>   18

also no assurance that the Company will not pursue, from time to time,
opportunities to acquire oil and natural gas properties and businesses that may
utilize the capital currently expected to be available for its present
operations. The amount and timing of Power's future capital requirements, if
any, will depend upon a number of factors, including drilling costs,
transportation costs, equipment costs, marketing expenses, staffing levels and
competitive conditions, and any purchases or dispositions of assets, many of
which are not within the Company's control. Failure to obtain any required
additional financing could materially adversely affect the growth, cash flow and
earnings of Power. In addition, Power's pursuit of additional capital could
result in the incurrence of additional debt or potentially dilutive issuances of
additional equity securities.


Operating Environment and Outlook

The Company's earnings are affected significantly by fluctuations in the price
of crude oil. During 1998, the spot price of West Texas Intermediate (WTI), the
industry benchmark for light crude, averaged $14.39 per barrel, representing a
30 percent decline from the corresponding 1997 period. For the month of March
1999, the WTI spot price averaged $13.75 per barrel.


Year 2000 Compliance

         The "Year 2000 problem" results from computer systems and other
equipment that contain embedded chips or processors, and which use two digits,
rather than four, to define a specific year. This creates the potential for the
equipment to be unable to accurately process certain data before, during or
after the year 2000. This could result in system failures or miscalculations,
causing disruptions to various activities and operations.

         The Company's management has conducted a review of its information
systems and related data-processing activities to assess its exposure to the
Year 2000 problem. As a result, Power has upgraded the operating software on
some of its computers to a Year 2000 compliant system, and has upgraded its
accounting software to a Year 2000 compliant version.

         The Company currently uses Year 2000 compliant engineering evaluation
software for acquisition analysis, as well as internal engineering applications.
Power's spreadsheet and word processing software is also Year 2000 compliant.

         Power has potential Year 2000 exposure with regard to its third party
relationships and services including its bank and bank accounts and other vendor
and/or service providers who utilize computers. Although the Company has no
control over Year 2000 compliance implementation by these parties, Power has
inquired and been assured that all of it's service providers currently are, or
will be, Year 2000 compliant.


Uncertainties and Risk Factors

         Concentration of Production

         Power's existing proved producing oil and natural gas reserves and its
production therefrom are located in a single field, which consists of 4,500
acres and contains 650 wells. Accordingly, to the extent that Power experiences
any operating difficulties in connection with such wells or that the estimated



<PAGE>   19

proved reserves attributable thereto are less than those that are currently
estimated to exist, Power could be adversely affected.

Geographic Restrictions

         There are no geographic restrictions that would prevent Power from
acquiring or seeking to acquire any rights or interest in any properties.

         Inability to Develop Additional Reserves

         Power 's future success as an oil and natural gas producer, as is
generally the case in the industry, depends upon its ability to find, develop
and acquire additional oil and natural gas reserves that are economically
recoverable. Except to the extent that Power conducts successful development
activities or acquires properties containing proved reserves, Power 's proved
reserves would generally decline as reserves are produced. There can be no
assurance that Power will be able to locate additional reserves or that Power
will drill economically productive wells or acquire properties containing proved
reserves.

         Acquisition Risks

         Power 's business strategy includes focused acquisitions of producing
oil and natural gas properties. Any such future acquisitions will require an
assessment of the recoverable reserves, future oil and natural gas prices,
operating costs, potential environmental and other liabilities and other similar
factors. It generally is not feasible to review in detail every individual
property involved in an acquisition. Ordinarily, review efforts are focused on
the higher-valued properties. However, even a detailed review of all properties
and records may not reveal existing or potential problems; nor will it permit
Power to become sufficiently familiar with the properties to assess fully their
deficiencies and capabilities. Inspections are not always performed on every
well, and potential problems, such as mechanical integrity of equipment and
environmental conditions that may require significant remedial expenditures, are
not necessarily observable even when an inspection is undertaken. Even if
problems are identified, the seller may be unwilling or unable to provide
effective contractual protection against all or part of such problems. There can
be no assurance that oil and natural gas properties acquired by Power will be
successfully integrated into Power 's operations or will achieve desired
profitability objectives.

         Drilling Risks

         Power 's drilling involves numerous risks, including the risk that no
commercially productive natural gas or oil reservoirs will be encountered. Power
must incur significant expenditures for the identification and acquisition of
properties and for the drilling and completion of wells. The cost of drilling,
completing and operating a well is often uncertain, and drilling operations may
be curtailed, delayed or canceled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in formations,
equipment failures or accidents, weather conditions and shortages or delays in
the delivery of equipment. In addition, any use by Power of 3-dimensional
seismic and other advanced technology requires greater pre-drilling expenditures
than traditional drilling strategies. There can be no assurance as to the
success of Power 's future drilling activities.


<PAGE>   20

         Uncertainty of Estimates of Oil and Natural Gas Reserves

         Numerous uncertainties are inherent in estimating quantities of proved
oil and natural gas reserves, including many factors beyond the control of
Power. The process of estimating oil and natural gas reserves is complex,
requiring significant decisions and assumptions in the evaluation of available
geological, engineering and economic data for each reservoir. As a result, such
estimates are inherently an imprecise evaluation of reserve quantities and the
future net revenue therefrom. Actual future production, revenue, taxes,
development expenditures, operating expenses and quantities of recoverable oil
and natural gas reserves may vary substantially from those assumed in the
estimate. Any significant variance in these assumptions could materially affect
the estimated quantity and value of reserves. In addition, Power 's reserves may
be subject to downward or upward revision, based upon production history,
results of future exploration and development, prevailing oil and natural gas
prices and other factors.

         Geographic Concentration of Operations

         Virtually all of Power 's current operations are located in Texas and
Australia. Because of this concentration, any regional events that increase
costs or competition, reduce availability of equipment or supplies, reduce
demand or limit production will impact Power more adversely than if Power were
geographically diversified.

         Certain Industry and Marketing Risks

         Power's operations are subject to the risks and uncertainties
associated with drilling for, producing and transporting of oil and natural gas.
Power's future ability to market its natural gas and oil production will depend
upon the availability and capacity of natural gas gathering systems and
pipelines and other transportation facilities. Federal and state regulation of
oil and natural gas production and transportation, general economic conditions,
changes in supply and in demand all could materially adversely affect Power's
ability to market its oil and natural gas production.

         Effects of Changing Prices

         The future financial condition and results of operations of Power
depend upon the prices it receives for its oil and natural gas and the costs of
acquiring, developing and producing oil and natural gas. Oil and natural gas
prices have historically been volatile and are subject to fluctuations in
response to changes in supply, market uncertainty and a variety of additional
factors that are also beyond Power's control. These factors include, without
limitation, the level of domestic production, the availability of imported oil
and natural gas, actions taken by foreign oil and natural gas producing nations,
the availability of transportation systems with adequate capacity, the
availability of competitive fuels, fluctuating and seasonal demand for natural
gas, conservation and the extent of governmental regulation of production,
weather, foreign and domestic government relations, the price of domestic and
imported oil and natural gas, and the overall economic environment. A
substantial or extended decline in oil and/or natural gas prices could have a
material adverse effect on Power's estimated value of its natural gas and oil
reserves, and on its financial position, results of operations and access to
capital. Power's ability to maintain or increase its borrowing capacity, to
repay current or future indebtedness and to obtain additional capital on
attractive terms is substantially dependent upon oil and natural gas prices.

         Power uses the full cost method of accounting for its investment in oil
and gas properties. Under the full-cost method of accounting, all costs of





<PAGE>   21

acquisition, exploration and development of oil and gas reserves are capitalized
into a "full cost pool" as incurred, and properties in the pool are depleted and
charged to operations using the unit-of-production method based on the ratio of
current production to total proved oil and gas reserves. To the extent that such
capitalized costs (net of accumulated depreciation, depletion and amortization)
less deferred taxes exceed the SEC PV-10 (present value discounted at 10% as
dictated by the SEC) of estimated future net cash flow from proved reserves of
oil and gas, and the lower of cost or fair value of unproved properties after
income tax effects, such excess costs are charged against earnings. Once
incurred, a write-down of oil and gas properties is not reversible at a later
date even if oil or gas prices increase.

         Operating Hazards and Uninsured Risks

         Power's operations are subject to the risks inherent in the oil and
natural gas industry, including the risks of fire, explosions, blow-outs, pipe
failure, abnormally pressured formations and environmental accidents such as oil
spills, gas leaks, ruptures or discharges of toxic gases, brine or well fluids
into the environment (including groundwater contamination). The occurrence of
any of these risks could result in substantial losses to Power due to injury or
loss of life, severe damage to or destruction of property, natural resources
and, equipment, pollution or other environmental damage, clean-up
responsibilities, regulatory investigation and penalties and suspension of
operations. In accordance with customary industry practice, Power maintains
insurance against some, but not all, of the risks described above. There can be
no assurance that any insurance maintained by Power will be adequate to cover
any such losses or liabilities. Further, Power cannot predict the continued
availability of insurance, or availability at commercially acceptable premium
levels. Power does not carry business interruption insurance. Losses and
liabilities arising from uninsured or under-insured events could have a material
adverse effect on the financial condition and operations of Power. From time to
time, due primarily to contract terms, pipeline interruptions or weather
conditions, the producing wells in which Power owns an interest have been
subject to production curtailments. The curtailments range from production being
partially restricted to wells being completely shut-in. The duration of
curtailments varies from a few days to several months. In most cases Power is
provided only limited notice as to when production will be curtailed and the
duration of such curtailments. Power is not currently experiencing any material
curtailment on its production.

         Substantial Competition

         The oil and natural gas industry is highly competitive and there are
many other companies engaged in the oil and natural gas business. Power is
likely to encounter substantial competition from major oil companies, other
independent oil and natural gas concerns and individual producers and operators
in acquiring oil and natural gas properties suitable for exploration and
development. Many of the companies with which Power competes have substantially
greater financial, technical and other resources and may have greater experience
in the oil and natural gas business than Power. Therefore, competitors may be
able to pay more for desirable leases and to evaluate, bid for and purchase a
greater number of properties or prospects than the financial or personnel
resources of Power will permit.

         Volatility of Stock Price

         The market price for shares of the Common Stock has varied
significantly and may be volatile depending on news announcements or changes in
general market



<PAGE>   22

conditions. In particular, news announcements, quarterly results of operations,
competitive developments, litigation or governmental regulatory action impacting
Power may adversely affect the Common Stock price. In addition, because the
number of shares of Common Stock held by the public is relatively small, the
sale of a substantial number of shares of the Common Stock in a short period of
time could adversely affect the market price of the Common Stock.


PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings

         A former employee of Oil Retrieval Systems, Inc. (a subsidiary of the
Company) filed a sexual harassment complaint with the City of Fort Worth. The
Company agreed to engage in mediation, which resulted in the Company paying
$20,000 in exchange for a full and final release from the employee. In other
legal matters, the Company has filed an administrative claim with the Bankruptcy
Court to recover $30,000 from Southern Equipment.







SIGNATURE
                                    ---------

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




                                               Power EXPLORATION, INC.
                                            ------------------------------
                                                     (Registrant)




Date      May 24, 1999                            /s/ MARK S. ZOUVAS
      -------------------------             ------------------------------
                                        Mark S. Zouvas, Chief Financial Officer
                                          (Principal Accounting Officer and
                                                Duly Authorized Officer)


<PAGE>   23

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

     Exhibit
     No.            Description
     --------       -----------

<S>                 <C>
        27          Financial Data Schedule
</TABLE>