U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2023
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-55281
BLACK ROCK PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction of Incorporation or Organization)|
|#108 2559 Parkview lane Port Coquitlam BC Canada V3c6m1|
|(Address of Principal Executive Offices)|
Registrant’s telephone number, including area code: (778) 814-7729
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes ☐ No ☒
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). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☐|
|Non-accelerated filer||☒||Smaller reporting company||☒|
|Emerging growth company||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of March 6, 2023, the issuer had 160,850,000 shares of its common stock issued and outstanding.
TABLE OF CONTENTS
|Item 1.||Condensed Unaudited Financial Statements||1|
|Item 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations||9|
|Item 3.||Quantitative and Qualitative Disclosures About Market Risk||10|
|Item 4.||Controls and Procedures||10|
|Item 1.||Legal Proceedings||11|
|Item 1A.||Risk Factors||11|
|Item 2.||Unregistered Sales of Equity Securities and Use of Proceeds||11|
|Item 3.||Defaults Upon Senior Securities||11|
|Item 4.||Mining Safety Disclosures||11|
|Item 5.||Other Information||11|
PART I – FINANCIAL INFORMATION
BLACK ROCK PETROLEUM COMPANY
INDEX TO FINANCIAL STATEMENTS
|Condensed Balance Sheets as of January 31, 2023 (unaudited) and April 30, 2022||2|
|Condensed Statements of Operations for the Three Months and Nine Months ended January 31, 2023 and 2022 (unaudited)||3|
|Condensed Statements of Stockholders’ Deficit for the period ended January 31, 2023 and 2022 (unaudited)||4|
|Condensed Statements of Cash Flows for the Nine Months ended January 31, 2023 and 2022 (unaudited)||5|
|Notes to the Condensed Financial Statements (unaudited)||6|
UNAUDITED BALANCE SHEETS
AS OF JANUARY 31, 2023 AND APRIL 30, 2022
|LIABILITIES AND STOCKHOLDERS’ DEFICIT|
|Due to related party||107,975||84,613|
|Total Current Liabilities||149,733||133,549|
|Stockholders’ Equity (Deficit)|
|Preferred Stock, $.001 par value, 100,000,000 shares authorized, 100,000,000 and 50,000,000 shares issued and outstanding, respectively||1,001||501|
|Common Stock, $.001 par value, 200,000,000 shares authorized, 200,000,000 and 160,850,000 shares issued and outstanding, respectively||2,000||1,609|
|Additional paid-in capital||-||-|
|Total Stockholders’ Equity ( Deficit)||(149,733||)||(133,549||)|
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT||$||0||$||0|
See accompanying notes to financial statements.
UNAUDITED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2023 AND 2022
|General and administrative expenses||11,804||16,684||2,304||11,945|
|TOTAL OPERATING EXPENSES||11,804||16,684||2,304||11,945|
|LOSS FROM OPERATIONS||(11,804||)||(16,684||)||(2,304||)||(11,945||)|
|OTHER INCOME (EXPENSE)|
|TOTAL OTHER INCOME (EXPENSE)||-||-||-||-|
|PROVISION FOR INCOME TAXES||-||-||-||-|
|NET LOSS PER SHARE: BASIC AND DILUTED||$||(0.00||(0.00||)||(0.00||$||(0.00||)|
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED||200,000,000||191,300,000||120,850,000||120,850,000|
See accompanying notes to financial statements.
UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
|Preferred Stock||Common Stock||Stock||Additional|
|Balance April 30, 2021||-||1||120,850,000||1,209||-||(119,852||)||(118,642||)|
|Net Loss for the period ended January 31, 2022||(11,945||)||(11,945||)|
|Balance January 31, 2022||-||1||120,850,000||1,209||-||-||(131,797||)||(130,587||)|
|Balance April 30, 2022||50,000,000||501||160,850,000||1,609||(500||)||-||(135,159||)||(133,549|
|Stock subscription of common shares||39,150,000||391||(391||)||-|
|Stock subscription of preferred shares||50,000,000||500||500|
|Net loss for the period ended January 31, 2023||(16,684||)||(16,684||)|
|Balance, January 31, 2023||100,00,000||1,001||200,000,000||2,000||(891||)||-||(151,843||)||(149,733||)|
See accompanying notes to financial statements.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023 AND 2021
|CASH FLOWS FROM OPERATING ACTIVITIES|
|Net loss for the period||$||(16,684||)||$||(11,945||)|
|Adjustments to reconcile net loss to net cash||-||-|
|Changes in assets and liabilities:|
|Increase (decrease) in accounts payable||(7,178||)||6,997|
|Net Cash Used by Operating Activities||(23,862||)||(4,948||)|
|CASH FLOWS FROM INVESTING ACTIVITIES|
|Net Cash Used by Investing Activities||0||0|
|CASH FLOWS FROM FINANCING ACTIVITIES|
|Preferred share subscription received||500|
|Advances from related parties||23,362||4,948|
|Net Cash Provided by Financing Activities||23,862||4,948|
|Net Increase (Decrease) in Cash and Cash Equivalents||(0||)||(0||)|
|Cash and cash equivalents, beginning of period||0||0|
|Cash and cash equivalents, end of period||$||0||0|
|SUPPLEMENTAL CASH FLOW INFORMATION|
|Income taxes paid||$||0||$||0|
|NON-CASH INVESTING AND FINANCING INFORMATION|
See accompanying notes to financial statements.
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2023
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Black Rock Petroleum Company, (“Black Rock” or “The Company”) located at 1361 Peltier Drive, Point Roberts WA, 98281, was formed on April 24, 2013 under the laws of the State of Nevada. We have not commenced our planned operations. The Company’s fiscal year end is April 30.
On March 15, 2021, the Company believed it had completed a transaction whereby it acquired One Hundred percent (100%) of the ownership interests of Torrance Petroleum LLC, a Wyoming limited liability company, in exchange for transfer of Sixty Million Four Hundred Twenty-five Thousand (60,425,000) restricted shares of Company common stock, $0.00001 par value, (the “BKRP Common Shares”) owned by Zoltan Nagy, President/CEO of the Company, to the Seller, Affluence Projects LLC, a Delaware limited liability company. The original agreement provided that, in addition to transfer of the BKRP Common Shares to Seller, the Company would issue to Seller shares of a new class of preferred stock, i.e., Fifty Million (50,000,000) shares of Series A Preferred Stock. The amended agreement eliminated the shares of Series A Preferred Stock being issued to the Seller. As a result, no additional shares of Company stock were issued by the Company pursuant to the transaction, as the BKRP Shares being transferred to the Seller had been owned by Mr. Nagy and, thus, were already counted in the number of common shares issued and outstanding prior to the closing of the transaction.
Torrance Petroleum LLC has not fulfilled its obligations to complete the transaction despite all assurances. Black Rock Petroleum Company therefore unilaterally rescinds the agreement as integral conditions have not been met. The Company agrees to return the mineral rights of the 520 acre oil field in Torrance California back to the seller in exchange for the return of 60,425,000 shares to Zoltan Nagy President of Black Rock Petroleum Company.
We have not generated any operating revenues to date.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The carrying amount of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at January 31, 2023.
The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31,2017, using the new corporate tax rate of 21 percent. See Note 5.
The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There were no potentially dilutive shares for the periods ended January 31, 2023 and 2021.
Recently issued accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The new standard supersedes the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. There has been no material impact on our financial statements as a result of adopting this standard.
On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07,Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard. There has been no material impact on our financial statements as a result of adopting this standard.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $151,843 as at January 31, 2023, has no current operations and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is currently seeking an acquisition opportunity with a company in the mining sector.
NOTE 4 – RELATED PARTY TRANSACTIONS
Since the fiscal year ended April 30, 2016, Zoltan Nagy, CEO and Director and a shareholder , has advanced the Company funds to pay for general operating expenses. As of January 31, 2023 and April 30, 2022, $107,975 and $84,613, respectively, is due to the related parties. The amount due is unsecured, non-interest bearing and due on demand.
NOTE 5 – LOAN PAYABLE
During the year ended April 30, 2021, Walter Weeks advanced the Company $32,125. The loan is unsecured, non-interest bearing and due on demand.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, oil and gas exploration stage corporation and distributor of oil field equipment. An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage. We have only recently acquired an entity with an oilfield on its property. We have not yet generated or realized any revenues from our business operations.
On December 3, 2020, the Company announced it has executed a contract to acquire 100% ownership of Torrance Petroleum Co, a Wyoming entity that holds a 520 Acre California Oilfield in the Monterey Shale. Torrance Petroleum will become a wholly owned subsidiary the Company, via a transaction that has been structured as a stock-for-stock exchange. The oil field will now be the Company’s core focus. Philip Andrews a Irish Citizen and experienced oil and gas executive has been named Managing Director, and he will oversee the permitting and drilling plans of the 520 acre development with plans for ten initial wells to be drilled to bring the field into production, he will also be seeking additional potential oil and gas opportunities in the USA and internationally for the Company to acquire as part of its rapid expansion plans.
Results of Operations
We have not yet recognized any revenue as of January 31, 2023
For the nine months ended January 31, 2023 our net loss was $16,684 compared to $11,945 for the nine months ended January 31, 2022. During the current period we incurred $16,684 for audit, accounting and filing expense and $0 of interest expense. In the prior period we incurred $11,945 for audit and accounting expense and $0 of interest expense.
For the three months ended January 31, 2023 our net loss was $11,804 compared to $2,304 for the three months ended January 31, 2022. During the current period we incurred $11,804 for audit, accounting and filing expense and $0 of interest expense. In the prior period we incurred $2,304 for audit and accounting expense and $0 of interest expense.
Liquidity and Capital Resources
As of January 31, 2023, we have no available cash, liabilities of $149,733 and an accumulated deficit of $151,843. During the nine months ended January 31, 2023 we used $23,862 of cash in operations and received $23,362 from related parties to pay for operating expenses and proceeds from preferred share subscriptions of $ 500.
Our sole officer and director is willing to advance funds to us on an as needed basis until such time as we can sustain our operations without his assistance. At the present time, we have not made any arrangements to raise additional cash, other than through as described herein. If we need additional cash and can’t raise it, or Mr. Nagy will not advance the same, we will either have to suspend operations until we do raise the cash or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the quarter ended January 31, 2023 that have affected, or are reasonably likely to affect, our internal control over financial reporting.
There are no claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINING SAFETY DISCLOSURES
|31.1||Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.|
|32.1||Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.|
Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|BLACK ROCK PETROLEUM COMPANY|
|BY:||/s/ Zoltan Nagy|
|President, Principal Executive Officer,|
Principal Financial Officer,
Principal Accounting Officer,
sole member of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
|/s/ Zoltan Nagy||President, Principal Executive Officer,||March 10, 2023|
|Zoltan Nagy||Principal Financial Officer,
Principal Accounting Officer,
sole member of the Board of Directors