content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) March 1, 2002
  
  
                              Power Exploration, Inc. .
          (Exact name of small business issuer as specified in its charter)
  
  
  Nevada                                  000-09419                    84-0811647
   (State or other jurisdiction      (Commission File         (I.R.S.Employer
   of incorporation)                      Number)              Identification No.)
  
  5416 Burchman Ave., Fort Wort, TX                          76107
  (Address of principal executive offices)                   (Zip Code)
  
  
  
  (Registrant's telephone number, including area code: (817) 377-4464
  
  
  
  
  
   (Former name, former address and former fiscal year, if changed since last
  report)
  
  <PAGE>
  
  Item 5. Other Information.
  
           On March 1, 2002, the Board of Directors of Power Exploration, Inc.
           (the "Corporation") determined to issue a total of 12,000,000 shares of
           its Common Stock in settlement of debt and as compensation to a
           consultants and an officer.
  
           The Corporation agreed to issue 8,500,000 shares to Rife Oil Properties
           and the M.O. Rife III Trust A in exchange for the forgiveness of
           $667,742.69 in debt. Rife Oil Properties and the M.O. Rife III Trust A
           are affiliates of M.O. Rife III, a director of the Corporation. In
           addition the Corporation committed to issuing 3,000,000 shares of
           Common Stock to consultants as part of a Strategic Consulting
           Agreement. Finally, the Corporation appointed Edward A. Levy as the
           Corporation's Chief Executive Officer and Joe Bill Bennett will
           continue as the Corporation's President and as a member of the
           Corporation's Board of Directors. Mr. Levy was also appointed as a
           member of the Board of Directors. In connection with appointment of Mr.
           Levy, the Corporation agreed to issue 500,000 shares of Common Stock to
           Mr. Levy.
  
           The directors also appointed Charles Boyd as the Corporation's Chief
           Financial Officer and Secretary and appointed Kerry Smith as its Chief
           Operating Officer.
  
  
  <PAGE>
  
                                     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, thereby
  duly authorized.
  
  
  
      Date: March 13, 2002
                                          Power Exploration, Inc.
  
  
                                          /s/ Edward W. Levy
                                          --------------------------------------
                                          Edward W. Levy, Chief Executive Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "pe8k.txt", "description": "STOCK ISSUANCE", "secsgml_size_bytes": 2992}]
metadata_filer: {"company-data": {"conformed-name": "POWER EXPLORATION INC", "cik": "0000316621", "assigned-sic": "1311", "irs-number": "840811647", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09419", "film-number": "02574604"}, "business-address": {"street1": "5416 BIURCHMAN AVENUE", "street2": "C/O MANY ANN WELCH", "city": "FORT WORTH", "state": "TX", "zip": "76107", "phone": "8173774464"}, "mail-address": {"street1": "5416 BIRCHMAN AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107"}, "former-company": [{"former-conformed-name": "IMPERIAL ENERGY CORP", "date-changed": "19980727"}, {"former-conformed-name": "TITAN ENERGY CORP INC", "date-changed": "19980727"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) March 1, 2002
  
                              Power Exploration, Inc. .
          (Exact name of small business issuer as specified in its charter)
  
  Nevada                                  000-09419                    84-0811647
   (State or other jurisdiction      (Commission File         (I.R.S.Employer
   of incorporation)                      Number)              Identification No.)
  
  5416 Burchman Ave., Fort Wort, TX                          76107
  (Address of principal executive offices)                   (Zip Code)
  
  (Registrant's telephone number, including area code: (817) 377-4464
  
   (Former name, former address and former fiscal year, if changed since last
  report)
  Item 5. Other Information.
  
           On March 1, 2002, the Board of Directors of Power Exploration, Inc.
           (the "Corporation") determined to issue a total of 12,000,000 shares of
           its Common Stock in settlement of debt and as compensation to a
           consultants and an officer.
  
           The Corporation agreed to issue 8,500,000 shares to Rife Oil Properties
           and the M.O. Rife III Trust A in exchange for the forgiveness of
           $667,742.69 in debt. Rife Oil Properties and the M.O. Rife III Trust A
           are affiliates of M.O. Rife III, a director of the Corporation. In
           addition the Corporation committed to issuing 3,000,000 shares of
           Common Stock to consultants as part of a Strategic Consulting
           Agreement. Finally, the Corporation appointed Edward A. Levy as the
           Corporation's Chief Executive Officer and Joe Bill Bennett will
           continue as the Corporation's President and as a member of the
           Corporation's Board of Directors. Mr. Levy was also appointed as a
           member of the Board of Directors. In connection with appointment of Mr.
           Levy, the Corporation agreed to issue 500,000 shares of Common Stock to
           Mr. Levy.
  
           The directors also appointed Charles Boyd as the Corporation's Chief
           Financial Officer and Secretary and appointed Kerry Smith as its Chief
           Operating Officer.
  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, thereby
  duly authorized.
  
      Date: March 13, 2002
                                          Power Exploration, Inc.
  
                                          /s/ Edward W. Levy
                                          --------------------------------------
                                          Edward W. Levy, Chief Executive Officer