BAYOU CITY EXPLORATION, INC. - FORM 10-Q

Attached files

file	filename
EX-10.1 - AGREEMENT - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex1001.htm
EX-10.3 - CONTRACT - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex1003.htm
EX-31.2 - CERTIFICATION - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex3102.htm
EX-32.1 - CERTIFICATION - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex3202.htm
EX-31.1 - CERTIFICATION - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex3101.htm
EX-10.2 - AGREEMENT - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex1002.htm
EX-32.1 - CERTIFICATION - BAYOU CITY EXPLORATION, INC.	bayou_10q-ex3201.htm
EXCEL - IDEA: XBRL DOCUMENT - BAYOU CITY EXPLORATION, INC.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________________ to ______________________________

Commission File Number: 0-27443

BAYOU CITY EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

NEVADA	61-1306702
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

632 Adams Street, Suite-700, Bowling Green, KY	42101
(Address of principal executive offices)	(Zip Code)

(800) 798-3389

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (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. þYes oNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) þYes ¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes þNo

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. oYes ¨No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Shares outstanding for each class of stock as of the latest practicable date:

Title or Class	Shares Outstanding on November 12, 2011
Common Stock, $0.005 par value	29,003,633

	PART I FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	BALANCE SHEETS AS OF SEPTEMBER 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010	1
	STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (UNDAUDITED)	2
	STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (UNAUDITED)	3
	NOTES TO FINANCIAL STATEMENTS (UNAUDITED)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4.	CONTROLS AND PROCEDURES	15

	PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	(REMOVED AND RESERVED)	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	16

BAYOU CITY EXPLORATION, INC.

BALANCE SHEETS

	September 30, 2011			December 31, 2010
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:
Cash	$	983,789		$	491,708
Accounts receivable:
Trade and other (net of allowance for doubtful accounts- $-0- as of September 30, 2011 and December 31, 2010)		8,153			20,118
Prepaid expenses and other		35,520			5,520

TOTAL CURRENT ASSETS		1,027,462			517,346

OIL AND GAS PROPERTIES, NET		510,333			114,845

TOTAL ASSETS	$	1,537,795			632,191

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	251,302		$	172,097
Deferred liability – oil and gas partnerships		1,007,360			-
Notes payable - minority shareholders		100,000			100,000

TOTAL CURRENT LIABILITIES		1,358,662			272,097

TOTAL LIABILITIES		1,358,662			272,097

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2011 and December 31, 2010		-			-
Common stock, $0.005 par value; 150,000,000 shares authorized; 29,003,633 shares issued and outstanding at September 30, 2011 and at December 31, 2010.		145,018			145,018
Additional paid in capital		13,395,739			13,395,739
Accumulated deficit		(13,361,624	)		(13,180,663	)

TOTAL STOCKHOLDERS' EQUITY:		179,133			360,094

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,537,795		$	632,191

The accompanying notes are an integral part of these financial statements

BAYOU CITY EXPLORATION, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011			2010
OPERATING REVENUES:
Oil and gas sales	$	21,822	$	98,084		$	95,864		$	226,070
Net turnkey drilling contract revenue		419,686		-			419,686			-
Gain on sale of oil and gas properties		-		-			-			1,000,000

TOTAL OPERATING REVENUES		441,508		98,084			515,550			1,226,070

OPERATING COSTS AND EXPENSES:
Lease operating expenses and production taxes		10,923		17,699			32,100			39,149
Abandonment and dry hole costs		1,006		-			23,705			-
Depreciation, depletion and amortization		6,311		25,173			61,895			43,937
Marketing Costs		39,463		3,525			143,790			3,525
General and administrative costs		119,171		121,398			435,221			287,644

TOTAL OPERATING COSTS		176,874		167,795			696,711			374,255
OPERATING INCOME (LOSS)		264,634		(69,711	)		(181,161	)		851,815

OTHER INCOME (EXPENSE):
Interest expense		-		-			-			(3,551	)
Miscellaneous income		-		9,532			200			22,028

NET INCOME (LOSS) BEFORE INCOME TAX		264,634		(60,179	)		(180,961	)		870,292

Income Tax Provision		-		-			-			-

NET INCOME (LOSS)	$	264,634		(60,179	)		(180,961	)		870,292

NET INCOME (LOSS) PER COMMON SHARE – BASIC AND DILUTED	$	0.01	$	(0.00	)	$	(0.01	)	$	0.03

Weighted Average Common Shares Outstanding -
Basic		29,003,633		27,828,633			29,003,633			27,123,633

Diluted		29,003,633		27,828,633			29,003,633			27,123,633

The accompanying notes are an integral part of these financial statements

BAYOU CITY EXPLORATION, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2011			2010
CASH FLOW FROM OPERATING ACTIVITIES:

Net (Loss) Income	$	(180,961	)	$	870,292
Adjustments to reconcile net (loss) income to net cash flows used in operating activities:
Depreciation, depletion, and amortization		61,895			43,937
Gain (loss) on sale of oil and gas properties		-			(1,000,000	)
Change in operating assets and liabilities:
Accounts receivable		11,965			118,807
Prepaid expenses and other		(30,000	)		(30,140	)
Accounts payable - related party		-			(50,000	)
Accounts payable and accrued liabilities		79,205			(108,788	)

NET CASH (USED IN) OPERATING ACTIVITIES		(57,896	)		(155,892	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of oil and gas properties		(457,383	)		(299,423	)
Deferred liability – oil and gas partnerships		1,007,360			-
Proceeds from sale of oil and gas property		-			1,000,000

NET CASH PROVIDED BY INVESTING ACTIVITIES		549,977			700,577

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party line of credit					(400,000	)
Proceeds from related party line of credit		-			25,000
Proceeds from exercising stock options		-			23,500

NET CASH (USED IN) FINANCING ACTIVITIES		-			(351,500	)

NET INCREASE IN CASH		492,081			193,185

CASH AT BEGINNING OF PERIOD		491,708			51,704

CASH AT END OF PERIOD	$	983,789		$	244,889

The accompanying notes are an integral part of these financial statements

BAYOU CITY EXPLORATION, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The financial statements of Bayou City Exploration, Inc. (the “Company”) included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States has been omitted, the Company 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-K of the Company for its fiscal year ended December 31, 2010 and subsequent filings with the SEC.

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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. Based upon a review of trade receivables as of September 30, 2011, a total of $0 was considered potentially uncollectible.

Managed Limited Partnerships

The Company sponsors limited partnerships for which it serves as the Managing General Partner. The Company normally participates for 10% of the limited partnerships as the Managing General Partner and accounts for the investment under the equity method. Revenues received and changes in the partnership investments are recorded as oil and gas revenues and net assets, respectively.

Oil and Gas Properties

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 production 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 exploratory 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, 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 September 30, 2011 and December 31, 2010 the Company had $0 in capitalized costs pending determination.

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 credited or charged to expense. 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 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

In accordance with FASB ASC 360-10-35, long lived assets, such as oil and gas properties and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of the fair value less costs to sell and are no longer depreciated or depleted.

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) (ASC 718 and 505). 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 December 31, 2006 and thereafter.

Under SFAS 123(R) (ASC 718 and 505), 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.

Concentrations of Credit Risk Arising From Cash Deposits in Excess of Insured Limits

The Company maintains its cash balances in one financial institution located in Bowling Green, Kentucky. The balances are insured by the Federal Deposit Insurance Corporation for up to $250,000. At September 30, 2011, the Company’s cash balances were $1,016,662, which substantially exceeds $250,000.

Offering Related Expenses

The Company expenses marketing-related offering expenses as these are incurred. Marketing expenses totaled $143,790 and $3,525 in the nine month periods ended September 30, 2011 and 2010, respectively.

Fair Value of Financial Instruments

The carrying cash value and cash equivalents, receivables, prepaids, accounts payable, notes payable and advances payable approximate their fair value. Management is of the opinion that the Company is not exposed to significant interest or credit risk arising from these financial instruments.

Recently Issued Accounting Standards

The Financial Accounting Standards Board (the “FASB”) established the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The codification has changed the manner in which U.S. GAAP guidance is referenced, but did not have an impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification (“ASC”) 820. ASU 2010-06 amends ASC 820 to now require: (1) a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of existing disclosures. ASU 2010-06 became effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures became effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application was permitted. The Company began complying with the additional disclosures required by this guidance upon its adoption in January 2010.

Also in January 2010, the FASB issued ASU No. 2010-03, “Extractive Activities—Oil and Gas—Oil and Gas Reserve Estimation and Disclosures.” This ASU amends the “Extractive Industries—Oil and Gas” Topic of the Codification to align the oil and gas reserve estimation and disclosure requirements in this Topic with the SEC’s Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” discussed below. The amendments became effective for annual reporting periods ending on or after December 31, 2009, and the adoption of these provisions on December 31, 2009 did not have a material impact on our financial statements.

On December 31, 2008, the SEC, issued Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” which revises the disclosures required by oil and gas companies. The SEC disclosure requirements for oil and gas companies have been updated to include expanded disclosure for oil and gas activities, and certain definitions have also been changed that will impact the determination of oil and gas reserve quantities. The provisions of this final rule are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009.

In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value,” related to fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for an identical liability is not available, a reporting entity is required to measure fair value using one or more valuation techniques. This guidance is effective for the first reporting period beginning after issuance.

In June 2009, the FASB issued guidance under ASC 105, “Generally Accepted Accounting Principles.” This guidance established a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification. The Codification is the sole source for authoritative U.S. GAAP and supersedes all accounting standards in U.S. GAAP, except for those issued by the SEC. The guidance was effective for financial statements issued for reporting periods ending after September 15, 2009. The adoption had no impact on the Company’s financial position, cash flows or results of operations.

In May 2009, the FASB issued guidance under ASC 855 “Subsequent Events,” which sets forth: (1) the period after the balance sheet date during which management of reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective on a prospective basis for interim or annual financial periods ending after June 15, 2009.

In April 2009, the FASB updated its guidance under ASC 820, “Fair Value Measurements and Disclosures,” related to estimating fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying circumstances that indicate a transaction is not orderly. The guidance was effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have any impact on the Company’s results of operations.

Also in April 2009, the FASB updated its guidance under ASC 825, “Financial Instruments,” which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also requires those disclosures in summarized financial information at interim reporting periods. The guidance was effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.

The FASB updated its guidance under ASC 805, “Business Combinations,” in April 2009, which addresses application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This guidance was effective for business combinations occurring on or after the beginning of the first annual period on or after December 15, 2008.

In June 2008, the FASB updated its guidance under ASC 260, “Earnings Per Share.” This guidance clarified that all unvested share-based payment awards with a right to receive non-forfeitable dividends are participating securities and provides guidance on how to allocate earnings to participating securities and compute basic earnings per share using the two-class method. This guidance was effective for fiscal years beginning after December 15, 2008. The Company adopted this guidance on January 1, 2009. The adoption did not have a material impact on the Company’s earnings per share calculations.

In March 2008, the FASB issued guidance under ASC 815, “Derivatives and Hedging,” which changed the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related items affect an entity’s financial position, operations and cash flows. This guidance was effective as of the beginning of an entity’s fiscal year that begins after November 15, 2008. The Company adopted this guidance on January 1, 2009.

3. SALE OF PROPERTY

In late December 2009, the Company accepted an offer to purchase its 8.073375% royalty interest in the Sein #1 well for a total price of $1,000,000, which took place in two separate transactions, the first on January 1, 2010 and the second on March 1, 2010. The offer to purchase the royalty interest was made by five entities, all of which have a material relationship with the Company’s former President and CEO, Robert D. Burr. Blue Ridge Group, Inc. is the Managing General Partner of the 2009 Production and Drilling Program, L.P., which purchased 1.9943981198% of the aforementioned royalty interest on January 1, 2010 for $247,034. Blue Ridge Group is also the Managing General Partner of the 2009/2010 Production and Drilling Program L.P., which purchased 1.1695494694% of the aforementioned royalty interest on March 1, 2010 for $144,865. Argyle Energy, Inc. is the Managing General Partner of the Argyle Energy 2009-VI Year End Production Program, L.P., which purchased .5494981226% of the aforementioned royalty interest on January 1, 2010 for $68,063. Argyle Energy, Inc. is also the Managing General Partner of the Argyle Energy 2009/2010-VI Year End Production Program, L.P., which purchased .5341506368% of the aforementioned royalty interest on March 01, 2010 for $66,162. Lastly, Burrite, Inc. purchased 3.8257786515% of the aforementioned royalty interest on March 1, 2010 for $473,876. At the time of the transactions, Mr. Burr was the President of Blue Ridge Group, Inc., Argyle Energy, Inc., and Burrite, Inc. In light of the material relationship between the buyers and the Company, the Board of Directors required a third party appraisal of the royalty interest as a condition precedent to acceptance of the offer. The appraisal was received on December 10, 2009 providing an opinion of value equal to $1,000,000. Accordingly, the Board of Directions voted to accept the above referenced offer and proceed to closing. All transactions were in cash and disclosed on two separate Form 8-K’s that were filed on January 12, 2010 and March 10, 2010.

4. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

As of September 30, 2011, there are 29,003,633 shares of common stock issued and outstanding. There are currently no shareholders who own a five percent or greater ownership of outstanding stock.

Payables and Notes Payable to Related Parties

As of September 30, 2011 and December 31, 2010, the Company had the following debts and obligations to related parties:

	September 30, 2011		December 31, 2010

Note Payable to minority shareholders	$	100,000	$	100,000


Total Payables and Notes Payable to Related Parties	$	100,000	$	100,000

During the 4th quarter 2007, Peter Chen, a minority shareholder loaned the Company $100,000 to finance the Company’s operations. The Company executed a written promissory note on October 4, 2007 which is due on demand and bears an interest rate of 0%.

Formation of Investment Partnerships

During the nine months ended September 30, 2011, the Company sponsored six limited partnerships formed for the purpose of oil and gas exploration and drilling. The Company serves as the managing general partner of each of the partnerships for which it receives turnkey fees for drilling each partnership’s wells and, if applicable, completing the wells (the “Turnkey Fees”).

The 2011 Bayou City Two Well Drilling Program, L.P, (the “2011 Drilling Program”) was formed in Kentucky on January 10, 2011 and planned to acquire up to a 2.125% working interest in the two oil and gas wells known as the Miller Prospect Well and the Squeeze Box Prospect Well in Colorado County, Texas. To date, the Company has acquired a 1.78% working interest in the wells. The Company paid for and holds a 10% interest in this partnership and receives management fees equal to the excess, if any, of the Turnkey Fees over the total cost to the Company of drilling and if applicable, completing the partnership wells. At September 30, 2011, the Company had received $327,750 in Turnkey Fees associated with the 2011 Drilling Program. The Company realized a profit of $197,253 from the Turnkey Fees received.

The 2011-B Bayou City Two Well Drilling Program, L.P, (the “2011-B Drilling Program”) was formed in Kentucky on March 4, 2011 to acquire a 5% working interest in two oil wells, the Friesian Prospect, located in Colorado County, Texas and the Little Chenier Well, located in Cameron Parish, Louisiana. The Company paid for and holds a 10% interest in this partnership and receives management fees equal to the excess, if any, of the Turnkey Fees over the total cost to the Company of drilling and if applicable, completing the partnership wells. At September 30, 2011, the Company had received $685,000 in Turnkey Fees associated with the 2011-B Drilling Program. To date, the Company has not realized a profit from the Turnkey Fees received.

The 2011 Bayou City Drilling & Production Program, L.P., (the “Drilling and Production Program”) was formed on March 18, 2011 to acquire up to a 2.875% working interest in the same two wells as the 2011 and 2011-B Drilling Programs. To date, the Company has acquired a 2.875% working interest in the wells. The Company paid for and holds a 10% interest in this partnership and receives management fees equal to the excess, if any, of the Turnkey Fees over the total cost to the Company of drilling and if applicable, completing the partnership wells. At September 30, 2011, the Company had received $529,000 in Turnkey Fees associated with the Drilling and Production Program. The Company realized a profit of $343,677 from the Turnkey Fees received.

The 2011-C Bayou City Offset Drilling Program, L.P., (the “2011-C Drilling Program”) was formed in Kentucky on April 12, 2011 to acquire up to a 5% working interest in the Glasscock Ranch Prospect Well, or Kleimann #1 Well, located in Colorado County, Texas. To date, the Company has acquired a 2.625% working interest in the Kleimann #1 Well. The Company paid for and holds a 10% interest in this partnership and receives management fees equal to the excess, if any, of the Turnkey Fees over the total cost to the Company of drilling and if applicable, completing the partnership well. At September 30, 2011, the Company had received $157,500 in Turnkey Fees associated with the 2011-C Drilling Program. To date, the Company has not realized a profit from the Turnkey Fees received.

The 2011-D Bayou City Two Well Drilling Program, L.P., (the “2011-D Drilling Program) was formed in Kentucky on May 10, 2011 to acquire up to a 5% working interest in the Prairie Bell West Prospect Well and the Prairie Bell East Prospect Well located in Colorado County, Texas. To date, the Company has acquired a 5% working interest in the wells. The Company paid for and holds a 10% interest in this partnership and receives management fees equal to the excess, if any, of the Turnkey Fees over the total cost to the Company of drilling and if applicable, completing the partnership wells. At September 30, 2011, the Company had received $624,950 in Turnkey Fees associated with the 2011-D Drilling Program. To date, the Company has not realized a profit from the Turnkey Fees received.

The Company authorized and approved the formation of the 2011 Bayou City Year End Drilling Program, L.P. on September 13, 2011. The limited partnership is expected to acquire a 6.25% working interest in the well and will target the Loma Blanca Prospect in Brooks County, Texas. No turnkey fees have been raised for the partnership to date.

5. OIL AND GAS PROPERTIES

Oil and Gas properties, stated at cost, consisted of the following:

	September 30, 2010			December 31, 2010
Proved oil and gas properties	$	433,549		$	429,359
Investment in partnerships		263,193			-
Investment in undeveloped leases in Illinois Basin		190,000			-

Total oil and gas properties		886,742			429,359

Less accumulated depletion and amortization		(376,408	)		(314,514	)
Less impairment		-			-
Net oil and gas properties	$	510,333		$	114,845

The Company serves as managing partner of five limited partnerships, which hold interests in oil and gas properties. In addition, the Company holds working interest in four oil and gas wells that are held outside of the limited partnerships it manages. The Company’s 1.67% carried working interest in the Squeeze Box Prospect Well, which is carried by the Drilling and Production Program, will revert back to Victor P. Smith Oil Company once the Company receives approximately $68,000 in revenue. A more detailed description of these properties can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

6. COMMITMENTS AND CONTINGENCIES

Commitments

As of September 30, 2011, neither the Company nor any of its properties is subject to any material pending legal proceedings.

Contingencies

As the managing general partner of the Company’s investment partnerships, the Company’s operations are subject to environmental protection regulations established by federal, state, and local agencies that may necessitate significant capital outlays that, in turn, would materially affect the financial position and business operations of the Company. These regulations, enacted to protect against waste, conserve natural resources and prevent pollution, could necessitate spending funds on environmental protection measures, rather than on drilling operations. Because these laws and regulations change frequently and are becoming increasingly more stringent, the costs to the Company of compliance with existing and future environmental regulations and the overall impact on the Company’s operations or financial condition cannot be predicted, but are likely to increase. Furthermore, if any penalties or prohibitions were imposed on the Company for violating such regulations, the Company’s operations could be adversely affected.

7. STOCKHOLDERS’ EQUITY

Authorization to Issue Shares — Preferred and Common

The Company is authorized to issue two classes of stock that are designated as common and preferred stock. As of September 30, 2011, the Company was authorized to issue 155,000,000 shares of stock, 150,000,000 being designated as common stock of which 29,003,633 were outstanding, and 5,000,000 shares designated as preferred stock, of which 0 shares were outstanding.

Stock Options

During the nine months ended September 30, 2011, the Company did not issue any options to purchase shares of the Company’s common stock, and no outstanding options were exercised during this period.

8. SUBSEQUENT EVENTS

We have evaluated events and transactions since the balance sheet date of September 30, 2011.

On October 5, 2011, the Company entered into a Turnkey Drilling Contract with the 2011 Bayou City Year End Drilling Program, L.P.. Under the terms of the Turnkey Drilling Contract the limited partnership will acquire working interest in and under take to drill the Loma Blanca Prospect Well in Brooks County, Texas and will acquire an interest in the BYCX Opportunity Fund I, LLC. The fees have not yet been paid to the Company under the Turnkey Drilling Contract.

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

We urge you to read the following discussion in conjunction with management’s discussion and analysis of financial condition and results of operations contained in our Annual Report on Form 10-K for the year ended December 31, 2010 as well as with our condensed consolidated financial statements and the notes thereto included elsewhere herein.

Caution Regarding Forward-Looking Statements

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q, we make forward-looking statements in this Item 2 and elsewhere that also involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry, and reflect our beliefs and assumptions based upon information available to us at the date of this report. In some cases, you can identify these statements by words such as “if,” “may,” “might,” “will, “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” and other similar terms. These forward-looking statements include, among other things, projections of our future financial performance and our anticipated growth, descriptions of our strategies, and other objectives, expectations and intentions, the trends we anticipate in our business and the markets in which we operate, and the competitive nature and anticipated growth of those markets.

We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to the risks and uncertainties discussed in our other filings with the SEC or changes in costs associated with our operations. We undertake no obligation to revise or update any forward-looking statement for any reason.

Overview

Bayou City Exploration, Inc., (the “Company”), a Nevada corporation, was organized in November 1994, as Gem Source, Incorporated, and subsequently changed the name to Blue Ridge Energy, Inc. in May 1996. In September 2005, the Company changed its name to Bayou City Exploration, Inc. The Company’s corporate headquarters are located at 632 Adams Street, Suite 700, Bowling Green, Kentucky 42101.

The Company is engaged in the oil and gas business primarily in the gulf coast of Texas, East Texas, South Texas, and Louisiana. During 2010, the Company changed its core business strategy. The Company’s primary business objective now focuses on the management of partnerships that are created to explore and develop oil and gas reserves. Pursuant to this new business plan, the Company manages partnerships that purchase interests in exploratory wells as well as interests in producing oil and gas properties with undrilled reserves. This growth strategy is based on selling partnership interests to third party investors who will essentially assume the costs associated with the drilling of wells in exchange for interests in a partnership that holds working interest in the wells they finance. The Company acts as the Managing General Partner for these partnerships and maintains a partnership interest or a working interest position outside of the partnership in each program for which we pay our proportionate share of the actual cost of drilling, testing, and completing the project well(s) and subsequent operating expenses to the extent that we retain a portion of the working interest. The Company believes this strategy will reduce of financial risk for the Company in drilling new wells, while still receiving income from present production in addition to income from any new successful new drilling.

When the Company undertakes a drilling project, a calculation is made to estimate the costs associated with drilling the well(s). The Company then forms and sells units in a partnership that will acquire working interest in the well(s) and undertake drilling operations. The Company typically enters into turnkey contracts with the partnerships it manages, pursuant to which we agree to undertake the drilling and completion of the partnerships’ well(s), for a fixed price, to a specific formation or depth. As such, each partnership essentially prepays a fixed amount for the drilling and completion of a specified number of wells that the Company records as revenue.

As of September 30, 2011, the Company had total assets of $1,537,795, total liabilities of $1,358,662 and stockholders’ equity of $179,133. The Company had a net loss of $180,961 for the nine months ended September 30, 2011 compared to a net income of $870,292 during the nine months ended September 30, 2010. The net loss per common share was ($0.01) per share during the nine months ended September 30, 2011 as compared to net income per common share of $0.03 during the same period in 2010. All per share data in this report has been adjusted to give effect to applicable stock issues and conversions.

All of the Company’s periodic report filings with the SEC pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, are available through the SEC web site located at www.sec.gov, including our annual report on Form 10-K, quarterly reports on Form 10-Q, 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-K as filed with the SEC and a copy of its Code of Ethics. For copies of this, or any other filings, please contact: Stephen C. Larkin at Bayou City Exploration, Inc., 632 Adams Street — Suite 700, Bowling Green, KY 42101 or call (800) 798-3389.

Description of Properties

The following are the primary properties held by the Company as of September 30, 2011:

Key Developed Properties

Chapman No. 75-1: The Company owns an 8% working interest in 1 natural gas well located in Nueces County, Texas, which began production in October 2009. The well produces approximately 204 Mcf (thousand cubic feet) per day.

Garcitas #1: The Company owns a 9.5% working interest in 1 oil well located in Jackson & Victoria County, Texas. The well began production in March 2010 and produces approximately 12 Bbls (barrels) per day.

Rooke B-1: The Company owns a 9.5% working interest in 1 natural gas well located in Refugio County, Texas, which began production in February 2010. The well produces approximately 6 Mcf per day.

Rooke #2: The Company owns a 9.5% working interest in 1 oil well located in Refugio County, Texas, which began production in May 2010. The well produces approximately 12 Bbls per day.

Key Undeveloped Properties

On August 29, 2011 the Company invested $190,000 and entered into the Next Energy Illinois Basin Oil & Gas Lease Development JV, a joint venture with Next Energy, LLC and other industry participants to evaluate, test and purchase mineral leases in the Illinois Basin. The venture is targeting up to 300,000 net acres of oil and gas leases. The investment entitles the Company to 0.005% of the joint venture.

Critical Accounting Policies

Since the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, there have been no changes to the Company’s Critical Accounting Policies.

Results of Operations

Comparison of Three Month Periods Ended September 30, 2011 and September 30, 2010

The Company had a net income of $264,634 for the three months ended September 30, 2011 compared to net loss of $60,179 for the same period in 2010. The income per common share was $0.01 per share during the third quarter of 2011 compared to income per common share of ($0.00) per share during the third quarter of 2010. The increase in net income in the third quarter of 2011 was a result of a $419,686 net income from recognizing turnkey income from two limited partnerships the Company manages, offset by a $76,262 decrease in oil and gas sales. Expenses from the third quarter of 2010 to the third quarter of 2011 include a $35,938 increase in marketing costs, a $2,227 decrease in general and administrative costs, a $18,862 decrease in depreciation, depletion and amortization expense, a $6,776 decrease in lease operating expenses and production taxes, and an increase of $1,006 for dry hole and abandonment costs.

Operating Revenues

Operating revenues from oil and gas sales were $21,822 during the three months ended September 30, 2011 as compared to $98,084 during the three months ended September 30, 2010. The decrease was a result of a decline in production from the wells in which the Company currently holds interest and the loss of a producing well.

Direct Operating Costs

Direct operating costs are reflected as lease operating expenses and production taxes on the Company’s statement of operations and were $10,923 for the three months ended September 30, 2011 as compared to $17,699 during the three months ended September 30, 2010. These costs decreased $6,776 during the period because the Company owned interests in five oil and gas wells that were in full operation during the third quarter of 2010, whereas during the same period in 2011, the Company only held interest in four operating wells in which reserves are depleting.

Other Operating Expenses

The Company’s general and administrative expenses decreased to $119,171 for the third quarter 2011 as compared to $121,398 for the third quarter of 2010. The Company incurred only $256 in travel expenses in the third quarter 2011 as compared to $12,232 for the same period in 2010. Depreciation, depletion and amortization costs also decreased by $18,862 during the three months ended September 30, 2011, to $6,311 from $25,173 for the same period in 2010. This decrease is attributable largely to the sale of equipment and piping by the operating company that was reflected as a credit to tangible drilling costs. Such decreases in expenses were offset by an increase in marketing costs of $35,938 for the third quarter 2011 as compared to the same quarter in 2010.

Other Income (Expenses)

Net other income for the three months ended September 30, 2011 was $0 as compared to $9,532 for the same period in 2010. Income reported in 2010 was attributable to collection of prior bad debts.

Income Tax Provision

Consistent with the prior period, the Company did not record a provision for income taxes due to the sufficient net operating loss carry forwards 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.

Comparison of the Nine Month Periods Ended September 30, 2011 and September 30, 2010

The Company had a net loss of $180,961 for the nine months ended September 30, 2011 compared to net income of $870,292 for the same period in 2010. The loss per common share was $0.01 during the first three quarters of 2011 compared to income per common share of $0.03 during the third quarter of 2010. The net loss in the third quarter of 2011 was a result of a $322,456 increase in operating costs and expenses in the first three quarters of 2011 as compared to the first three quarters of 2010, including $140,265 increase in marketing costs, a $147,577 increase in general and administrative costs, $23,705 in dry hole and abandonment costs, and a $17,958 increase in depreciation, depletion and amortization expense, slightly offset by a $7,049 decrease in lease operating expenses and production taxes.

Operating Revenues

Operating revenues included $419,686 of net turnkey drilling contract revenue from the Company’s managed limited partnerships in the nine months ended September 30, 2011; no similar revenues were earned in the same period for 2010. Oil and gas sales were $95,864 during the nine months ended September 30, 2011 as compared to $226,070 during the nine months ended September 30, 2010. Production from the wells in which the Company currently holds decreased considerably from the 2010 nine month period as a result of depletion and the loss of a producing well.

Direct Operating Costs

Direct operating costs are reflected as lease operating expenses and production taxes on the Company’s statements of operations. Costs decreased $7,049 for the nine month period ended September 30, 2011 as compared to the same period in 2010. The decrease is attributable reduced production tax obligations as a result of depletion of the producing wells the Company holds.

Other Operating Expenses

The Company’s general and administrative expenses increased to $435,221 for the first nine months of 2011 as compared to $287,644 for 2010. This increase of $147,577 was primarily due to a significant increase in salary paid to the President and Chief Executive Officer, which occurred in the third quarter of 2010. In addition, the Company incurred $143,790 in marketing costs during the first three quarters of 2011, while there was $3,525 in marketing costs for the first three quarters of 2010, and depreciation, depletion and amortization costs increased $17,958 during the nine months ended September 30, 2011, to $61,895 from $43,937 for the same period in 2010. This increase is attributable to the third party reserve report analysis conducted for the year ending December 31, 2010 that showed evidence that the reserves for the Company’s existing wells were significantly less than previously reported by the well’s operator in prior years.

Other Income (Expenses)

Net other income for the nine months ended September 30, 2011 was $200 as compared to $22,028 for the same period in 2010. The income recorded in 2010 was attributable to sale of equipment from wells that ceased production by the Company in 2010 and for collection of debts that were previously recognized as uncollectable.

Income Tax Provision

Liquidity and Capital Resources

The Company’s cash balance as of June 30, 2011 was $983,789. At that time, there were accounts receivable of $8,153, and prepaid expenses $35,520, which included $5,520 for a deposit on an office lease and $30,000 for a deposit on a business-related conference. Cash on hand at September 30, 2011, was primarily from turnkey fees received from the partnerships the Company manages, offset by costs associated with the purchase of oil and gas properties. Current liabilities as of September 30, 2011 totaled $1,358,662 including $1,007,360 in deferred liability, which includes the Turnkey Fees less prepaid expenses for the Company’s investment partnerships, $251,301 in accounts payable and accrued liabilities and an aggregate $100,000 in accounts payable and notes payable to related parties.

Net cash used in operating activities during the nine months ended September 30, 2011 was $57,896. A $180,961 net loss from the first three quarters of 2011 was primarily a result of the Company’s inability to record all turnkey fees to income because the outcomes of the wells in most of the managed limited partnerships were still unknown. In addition, accounts payable and accrued liabilities increased by $79,204 during the period due to unanticipated additional operations conducted on a well owned by a partnership with which the Company has a turnkey agreement.

Net cash provided by investing activities was $549,977 during the nine months ended September 30, 2011, which was a result of turnkey fees the Company received from its investment partnerships. The Company did not receive any cash from turnkey fees during the nine months ended September 30, 2010.

The Company’s primary source of cash during the first nine months of 2011 was from turnkey fees attributable to its investment partnerships and production from the Company’s four producing wells. The total production capability of the four currently producing wells and their cash flows is known, and diminishing. Revenues from currently producing wells will not be sufficient to sustain the Company’s operations on a going forward basis. However, the Company believes its cash balance is sufficient to fund its operations for the next nine months and it plans to continue to sponsor and manage investment partnerships to continue to fund its operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s principal executive officer and principal financial officer, conducted an evaluation with the participation of our management of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2011, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, our principal executive officer, our principal financial officer and our management concluded that the Company's disclosure controls and procedures as of September 30, 2011 were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during our third quarter ended September 30, 2011 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q.

Exhibit	Description
10.1	Joint Venture Agreement – Next Energy Illinois Basin Oil & Gas Lease Development JV dated August 26, 2011
10.2	Limited Partnership Agreement of 2011 Bayou City Year End Drilling Program, L.P. dated October 5, 2011
10.3	Turnkey Drilling Contract between Bayou City Exploration, Inc. and 2011 Bayou City Year End Drilling Program, L.P. dated October 5, 2011
31.1	Certification of Principal Executive Officer of Periodic Report pursuant to Rule 13a-14a/Rule 14d-14(a).
31.2	Certification of Principal Financial Officer of Periodic Report pursuant to Rule 13a-14a/Rule 14d-14(a).
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

101.1	Interactive data files pursuant to Rule 405 of Regulation S-T.

101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

SIGNATURES

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.

Date: November 14, 2011	BAYOU CITY EXPLORATION, INC
	/s/ Charles T. Bukowski
	Charles T. Bukowski
	Chief Executive Officer and President (Principal Executive Officer and Authorized Signatory)

Date: November 14, 2011	/s/ Stephen C. Larkin
	Stephen C. Larkin
	Chief Financial Officer (Principal Financial and Accounting Officer)

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