SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)*
Black Raven Energy, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
-------------------------------------------------------
(Title of Class of Securities)
092164102
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(CUSIP Number)
West Coast Asset Management, Inc.
1205 Coast Village Road
Montecito, California 93108
Attention: R. Atticus Lowe
Telephone: (805) 653-5333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2009
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes.)
Page 1 of 9 pages
CUSIP No.: 092164102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Atticus Lowe
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 13,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 13,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON
IN, HC
Page 2 of 9 pages
CUSIP No.: 092164102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance W. Helfert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 13,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 13,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON
IN, HC
Page 3 of 9 pages
CUSIP No.: 092164102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Orfalea
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 13,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 13,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON
IN, HC
Page 4 of 9 pages
CUSIP No.: 092164102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Asset Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 13,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 13,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON
CO, IA
Page 5 of 9 pages
CUSIP No.: 092164102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Opportunity Fund, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 13,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 13,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON
OO
Page 6 of 9 pages
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock, $0.001 par value (the "Common Stock"), of Black Raven Energy, Inc.
(the "Issuer"), with its principal executive offices located at 1875 Lawrence
Street, Suite 450, Denver, Colorado 80202.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this Statement (the
"Reporting Persons") are: (1) West Coast Opportunity Fund, LLC, a Delaware
limited liability company (the "Fund"); (2) West Coast Asset Management, Inc., a
California corporation (the "Managing Member"), which serves as the managing
member of the Fund; (3) R. Atticus Lowe, a United States Citizen ("Lowe"); (4)
Lance W. Helfert, a United States Citizen ("Helfert"); and (5) Paul J. Orfalea,
a United States Citizen ("Orfalea", and together with Lowe and Helfert, the
"Principals"). The principal business address of each of the Reporting Persons
is located at 1205 Coast Village Road, Montecito, California 93108.
The Fund is a private investment vehicle formed for the purpose of
investing and trading in a wide variety of securities and financial instruments.
Each of Lowe's and Helfert's principal occupation is serving on the investment
committee of the Managing Member. Orfalea's principal occupation is involvement
with a range of business ventures (including the Managing Member) and
not-for-profit organizations.
The principal business of the Managing Member is providing investment
management services to the Fund and to separately managed accounts, some of
which are affiliated with the Reporting Persons. The Fund owns all of the shares
reported in this Statement. The Managing Member and the Principals may be deemed
to share with the Fund (and with each other and not with any third party) voting
and/or dispositive power with respect to such shares, and disclaim beneficial
ownership of such shares.
(d)-(e)During the last five years, none of the Reporting Persons has
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
See Item 4.
ITEM 4. Purpose of Transaction.
On January 16, 2009, the United States Bankruptcy Court for the
District of Colorado (the "Bankruptcy Court") entered an order confirming the
Modified Second Amended Joint Plan of Reorganization (the "Plan") filed by PRB
Energy, Inc. ("PRB Energy") and PRB Oil & Gas, Inc. ("PRB Oil"). The Plan became
effective on February 2, 2009 (the "Effective Date"). In connection with PRB
Energy's reorganization and exit from bankruptcy, PRB Energy changed its
corporate name to Black Raven Energy, Inc., effective as of the Effective Date.
Page 7 of 9 pages
On the Effective Date, pursuant to the Plan, all 8,721,994 shares of
PRB Energy's common stock outstanding immediately prior to the Effective Date
were cancelled. Furthermore, pursuant to the Plan, promptly after the Effective
Date, the Issuer issued 15,000,000 shares of the newly created Common Stock,
whereby the Fund acquired 13,500,000 shares of such Common Stock in settlement
of its claims in the bankruptcy case of the Issuer.
All of the shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons were acquired for investment purposes. Except as
set forth herein, none of the Reporting Persons has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
ITEM 5. Interest in Securities of the Issuer.
(a) As of February 12, 2009, the Fund directly owns 13,500,000
shares of Common Stock, representing 90% of all of the outstanding shares of
Common Stock. The Managing Member and the Principals may be deemed to share with
the Fund (and with each other and not with any third party) voting and/or
dispositive power with respect to such shares, and disclaim beneficial ownership
of such shares. The percentage set forth in this response is based on the
15,000,000 shares of Common Stock outstanding as of February 2, 2009, as
reported by the Issuer in its Form 8-A filed on February 12, 2009.
(b) The Managing Member and the Principals may be deemed to share
power with the Fund (and with each other and not with any third party) to vote
or direct the vote of and to dispose or direct the disposition of the 13,500,000
shares of Common Stock held by the Fund.
(c) Other than as set forth in Item 4, no transactions in the
Common Stock have been effected by the Reporting Persons in the last sixty (60)
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Power of Attorney dated January 15, 2009
Page 8 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this Statement is true, complete and correct.
Dated: February 19, 2009
WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Diana Pereira
-------------------------------------
Name: Diana Pereira
Title: Vice President Finance of the
Managing Member (for itself
and as the Managing Member of
the Fund) and Attorney-in-fact
for each of the Principals
Page 9 of 9 pages
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement
Exhibit B - Power of Attorney dated January 15, 2009
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock, $0.001 par value, of Black Raven Energy, Inc. is,
and any amendments thereto signed by each of the undersigned shall be, filed
pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: February 19, 2009
WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Diana Pereira
-------------------------------------
Name: Diana Pereira
Title: Vice President Finance of the
Managing Member (for itself
and as the Managing Member of
the Fund) and Attorney-in-fact
for each of the Principals
EXHIBIT B
POWER OF ATTORNEY
BE IT KNOWN, that the undersigned Paul J. Orfalea, Lance W. Helfert, and R.
Atticus Lowe, hereby each constitutes and appoints Diana H. Pereira, Paul J.
Orfalea, Lance W. Helfert and R. Atticus Lowe, and each of them, as applicable,
as true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution in name, place and stead, to sign any reports on Form 3
(Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of
Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of
Beneficial Ownership of Securities) relating to transactions by the undersigned
in Common Shares or other securities and all amendments thereto, and all filings
on Schedule 13D or Schedule 13G, and all amendments thereto, and to file the
same, with the Securities and Exchange Commission and the appropriate securities
exchange, granting unto said attorneys-in-fact and agents, and each of them, or
their substitutes, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney shall be effective until such time as the undersigned
delivers a written revocation thereof to the above-named attorneys-in-fact and
agents.
The undersigned each acknowledge that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
Dated: January 15, 2009 /s/ Paul J. Orfalea
-----------------------------
Paul J. Orfalea
Dated: January 15, 2009 /s/ Lance W. Helfert
-----------------------------
Lance W. Helfert
Dated: January 15, 2009 /s/ R. Atticus Lowe
-----------------------------
R. Atticus Lowe