content: UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549
  
                                FORM 144
  
  NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  1(a) Name of Issuer           (b) IRS Ident. No.  (c) SEC File No.
       Power Exploration, Inc.      84-0811647               000-9419
    ---------------------------   -----------------   -------------------
  1(d) Address of Issuer  Street      City    State   Zip    (e)Phone #
        5416 Birchman Avenue      Fort Worth    TX  76107    817 377-4464
    ------------------------------------------------------- -------------
  2(a) Name of Person for     (b) IRS       (c) Relationship
       Whose Account the          Ident.        to
       Securities are to          No.           Issuer
       Be Sold
       Ronald W. Welborn      ###-##-####   10% stockholder
    ------------------------  -----------   ----------------
  
  2(d) Address Street       City         State     Zip
   11701 South Freeway     Burleson       TX       76028
  --------------------------------------------------------------------------------
  INSTRUCTION: The person filing this notice should contact the issuer to obtain
  the IRS Identification Number and the SEC File Number.
  
  
  3(a)Title of        (b) Name and               SEC USE ONLY   (c)Number
      the Class of        Address of             Broker-Dealer     of Shares
      Securities          Each Broker            File Number       or Other
      To be Sold          Through Whom                             Units to
                          the Securities                           be Sold
                          are to be
                          Offered or
                          Each Market
                          Maker who is
                          Acquiring the
                          Securities
  -----------------   ------------------------   ------------    -------------
    Common Stock       Glenn Michael Financial                      110,408
                       411 Hackensack Ave.
                       Hackensack, NJ 07601
  
  
   -----------------   -------------------       ------------    -------------
  3(d) Aggregate       (e) Number of    (f) Approximate  (g)Name of
       Market Value        Shares or       Date of Sale     Each
                           Other Units     (Mo. Day Yr.)    Securities
      as of                Outstanding                      Exchange
      6-12-00
      $552,040             20,452,121       6-13-2000        OTCBB
  -------------------    ---------------  ---------------  --------------
  
  
  <TABLE>
  <CAPTION>
  
  TABLE I - SECURITIES TO BE SOLD
  Furnish  the  following  information  with  respect  to the  acquisition  of the
  securities  to be sold and with respect to the payment of all or any part of the
  purchase price or other consideration therefor:
  
  <S>          <C>         <C>                               <C>                    <C>          <C>        <C>
  
  Title of     Date you      Nature of Acquisition             Name of Person       Amount of    Date of     Nature of Payment
  the Class    Acquired      Transaction                       From Whom Acquired   Securities   Payment
  ---------    --------    -------------------------         ------------------     -----------  --------    ------------------
  
  Common        1-19-00    Issued under                        Issuer               750,000
  stock                    Advisory Agreeemnt                                       shares       1-19-00     Services
                           dated Dec. 10, 1999
                           Issuance Registered
                           on Form S-8
  ---------    --------    -------------------------         ------------------     -----------  --------    ------------------
  </TABLE>
  
  <PAGE>
  
  
  
  TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
  Furnish the following information as to all securities of the issuer sold during
  the past 3 months by the person for whose account the securities are to be sold.
  
  Name and Address         Title of     Date   Amount of     Gross
  Of Seller                Securities   of     Securities    Proceeds
  
  Ronald W. Welborn       Common Stock
  11701 South Freeway
  Burleson, Texas 76028
  ---------------------    ----------  -----   ----------    ---------
  Remarks:
  
  Tabel II-Securities Sold during the Past 3 months
  
  
          Date of Sale        Amount of Securities Sold        Gross Proceeds
          ------------        -------------------------        --------------
               3-16-00                    11,000 shares           $ 34,650.00
               3-16-00                    12,000 shares           $ 37,800.00
               3-16-00                    12,000 shares           $ 37,800.00
               3-20-00                    35,000 shares           $110,250.00
               3-28-00                    15,000 shares           $ 48,450.00
               4-25-00                    10,000 shares           $ 30,000.00
               4-28-00                       692 shares           $  2,076.00
  Total Gross Proceeds                                            $301,026.00
  --------------------                                            ===========
  
  
  
  
  
  INSTRUCTIONS:
  
  1. If the securities  were  purchased and full payment  therefor was not made at
  the time of  purchase,  explain in the table or in a note  thereto the nature of
  the  consideration  given. If the  consideration  consisted of any note or other
  obligation,  or if payment was made in installments describe the arrangement and
  state  when the  note or other  obligation  was  discharged  in full or the last
  installment paid.
  
  2. If within two years after the  acquisition  of the  securities the person for
  whose account they are to be sold had any short  positions,  put or other option
  to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish
  full information with respect thereto.
  
  
  
  
  The person for whose account the  Securities to which this notice relates are to
  be sold  hereby  represents  by signing  this  notice  that he does not know any
  material adverse information in regard to the current and prospective operations
  of the  Issuer  of the  securities  to be  sold  which  has  not  been  publicly
  disclosed.
  
  
       June 12, 2000                  /s/ Ronald  W. Welborn
  -----------------------------    -------------------------------------
       Date of Notice                     Signature
metadata_documents: [{"type": "144", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 6440}]
text: UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549
  
                                FORM 144
  
  NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  1(a) Name of Issuer           (b) IRS Ident. No.  (c) SEC File No.
       Power Exploration, Inc.      84-0811647               000-9419
    ---------------------------   -----------------   -------------------
  1(d) Address of Issuer  Street      City    State   Zip    (e)Phone #
        5416 Birchman Avenue      Fort Worth    TX  76107    817 377-4464
    ------------------------------------------------------- -------------
  2(a) Name of Person for     (b) IRS       (c) Relationship
       Whose Account the          Ident.        to
       Securities are to          No.           Issuer
       Be Sold
       Ronald W. Welborn      ###-##-####   10% stockholder
    ------------------------  -----------   ----------------
  
  2(d) Address Street       City         State     Zip
   11701 South Freeway     Burleson       TX       76028
  --------------------------------------------------------------------------------
  INSTRUCTION: The person filing this notice should contact the issuer to obtain
  the IRS Identification Number and the SEC File Number.
  
  3(a)Title of        (b) Name and               SEC USE ONLY   (c)Number
      the Class of        Address of             Broker-Dealer     of Shares
      Securities          Each Broker            File Number       or Other
      To be Sold          Through Whom                             Units to
                          the Securities                           be Sold
                          are to be
                          Offered or
                          Each Market
                          Maker who is
                          Acquiring the
                          Securities
  -----------------   ------------------------   ------------    -------------
    Common Stock       Glenn Michael Financial                      110,408
                       411 Hackensack Ave.
                       Hackensack, NJ 07601
  
   -----------------   -------------------       ------------    -------------
  3(d) Aggregate       (e) Number of    (f) Approximate  (g)Name of
       Market Value        Shares or       Date of Sale     Each
                           Other Units     (Mo. Day Yr.)    Securities
      as of                Outstanding                      Exchange
      6-12-00
      $552,040             20,452,121       6-13-2000        OTCBB
  -------------------    ---------------  ---------------  --------------
  TABLE I - SECURITIES TO BE SOLD
  Furnish  the  following  information  with  respect  to the  acquisition  of the
  securities  to be sold and with respect to the payment of all or any part of the
  purchase price or other consideration therefor:
  Title of     Date you      Nature of Acquisition             Name of Person       Amount of    Date of     Nature of Payment
  the Class    Acquired      Transaction                       From Whom Acquired   Securities   Payment
  ---------    --------    -------------------------         ------------------     -----------  --------    ------------------
  
  Common        1-19-00    Issued under                        Issuer               750,000
  stock                    Advisory Agreeemnt                                       shares       1-19-00     Services
                           dated Dec. 10, 1999
                           Issuance Registered
                           on Form S-8
  ---------    --------    -------------------------         ------------------     -----------  --------    ------------------
  TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
  Furnish the following information as to all securities of the issuer sold during
  the past 3 months by the person for whose account the securities are to be sold.
  
  Name and Address         Title of     Date   Amount of     Gross
  Of Seller                Securities   of     Securities    Proceeds
  
  Ronald W. Welborn       Common Stock
  11701 South Freeway
  Burleson, Texas 76028
  ---------------------    ----------  -----   ----------    ---------
  Remarks:
  
  Tabel II-Securities Sold during the Past 3 months
  
          Date of Sale        Amount of Securities Sold        Gross Proceeds
          ------------        -------------------------        --------------
               3-16-00                    11,000 shares           $ 34,650.00
               3-16-00                    12,000 shares           $ 37,800.00
               3-16-00                    12,000 shares           $ 37,800.00
               3-20-00                    35,000 shares           $110,250.00
               3-28-00                    15,000 shares           $ 48,450.00
               4-25-00                    10,000 shares           $ 30,000.00
               4-28-00                       692 shares           $  2,076.00
  Total Gross Proceeds                                            $301,026.00
  --------------------                                            ===========
  
  INSTRUCTIONS:
  
  1. If the securities  were  purchased and full payment  therefor was not made at
  the time of  purchase,  explain in the table or in a note  thereto the nature of
  the  consideration  given. If the  consideration  consisted of any note or other
  obligation,  or if payment was made in installments describe the arrangement and
  state  when the  note or other  obligation  was  discharged  in full or the last
  installment paid.
  
  2. If within two years after the  acquisition  of the  securities the person for
  whose account they are to be sold had any short  positions,  put or other option
  to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish
  full information with respect thereto.
  
  The person for whose account the  Securities to which this notice relates are to
  be sold  hereby  represents  by signing  this  notice  that he does not know any
  material adverse information in regard to the current and prospective operations
  of the  Issuer  of the  securities  to be  sold  which  has  not  been  publicly
  disclosed.
  
       June 12, 2000                  /s/ Ronald  W. Welborn
  -----------------------------    -------------------------------------
       Date of Notice                     Signature