10-Q 1 oily-20230331.htm SINO AMERICAN OIL CO - FORM 10-Q SEC FILING SINO AMERICAN OIL CO - Form 10-Q SEC filing
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

 

 

For the quarterly period ended March 31, 2023

 

 

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

 

 

 

For the transition period from _______________ to _______________

 

Commission File No. 000-52304

 

SINO AMERICAN OIL CO

(Exact name of registrant as specified in its charter)

 

Wyoming

 

02-3717729

(State or other jurisdiction

 

(IRS Employer

of incorporation or organization)

 

Identification No.)

 

2123 Pioneer Ave, Cheyenne, WY 82001

(Address of principal executive offices and zip code)

 

(360) 631-6022

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common

 

OILY

 

OTCPink

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 every Interactive Data File required to be submitted 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 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

 


i


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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 8, 2023, there were 134,584,500 shares of common stock, $0.0001 par value, outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ii


 

TABLE OF CONTENTS

 

 

PART I - FINANCIAL INFORMATION

 

 

 

ITEM 1. FINANCIAL STATEMENTS

1

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

2

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

3

ITEM 4. CONTROLS AND PROCEDURES

4

 

 

PART II - OTHER INFORMATION

 

 

 

ITEM 1. LEGAL PROCEEDINGS

5

ITEM 1A. RISK FACTORS

5

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

5

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

5

ITEM 4. MINE SAFETY DISCLOSURES

5

ITEM 5. OTHER INFORMATION

5

ITEM 6. EXHIBITS

5

 

 

SIGNATURE PAGE

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


iii


PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

Table of Contents

 

Balance Sheets as of March 31, 2023 (unaudited) and September 30, 2022

F-1

 

 

Statements of Operations for the three and six months ended March 31, 2023 and 2022 (unaudited)

F-2

 

 

Statements of Stockholders’ Deficit for the three and six months ended March 31, 2023 and 2021 (unaudited)

F-3

 

 

Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (unaudited)

F-4

 

 

Notes to the Financial Statements (unaudited)

F-5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


1


SINO AMERICAN OIL COMPANY

Balance Sheets

 

 

March 31,

2023

 

September 30,

2022

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$

923

 

$

-

Total Assets

 

$

923

 

$

-

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

135,119

 

$

105,317

Accrued interest

 

 

-

 

 

5,217

Accrued compensation - related party

 

 

225,000

 

 

225,000

Accrued compensation

 

 

225,000

 

 

225,000

Loan payable

 

 

114,102

 

 

199,492

Loans payable - related party

 

 

182,517

 

 

115,529

Total Current Liabilities

 

 

881,738

 

 

875,555

Total Liabilities

 

 

881,738

 

 

875,555

 

 

 

 

 

 

 

Shareholders' Deficit:

 

 

 

 

 

 

Series A preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 and 492,640 shares issued and outstanding; respectively

 

 

-

 

 

-

Series B preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding

 

 

-

 

 

-

Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 134,584,500 and 134,664,500 shares issued and outstanding; respectively

 

 

13,458

 

 

13,466

Common stock to be issued

 

 

20,000

 

 

20,000

Common stock held in escrow

 

 

(5,000,000)

 

 

(5,000,000)

Additional paid-in capital

 

 

7,196,657

 

 

7,196,649

Accumulated deficit

 

 

(3,110,930)

 

 

(3,105,670)

Total Stockholders’ Deficit

 

 

(880,815)

 

 

(875,555)

Total Liabilities and Stockholders’ Deficit

 

$

923

 

$

-

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.


F-1


 

SINO AMERICAN OIL COMPANY

Statements of Operations

(Unaudited)

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

March 31,

 

March 31,

 

2023

 

2022

 

2023

 

2022

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

Consulting

 

$

-

 

$

45,000

 

$

-

 

$

90,000

Consulting - related party

 

 

-

 

 

45,000

 

 

-

 

 

90,000

General and administrative

 

 

36,766

 

 

46,219

 

 

95,866

 

 

80,603

Total operating expenses

 

 

36,766

 

 

136,290

 

 

95,866

 

 

260,603

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(36,766)

 

 

(136,290)

 

 

(95,866)

 

 

(260,603)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

Gain on forgiveness of debt

 

 

91,393

 

 

-

 

 

91,393

 

 

-

Interest expense

 

 

-

 

 

(770)

 

 

(787)

 

 

(1,557)

Total other income (expense)

 

 

91,393

 

 

(770)

 

 

90,606

 

 

(1,557)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

 

54,627

 

 

(136,989)

 

 

(5,260)

 

 

(262,160)

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

54,627

 

$

(136,989)

 

$

(5,260)

 

$

(262,160)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, basic and diluted

 

$

0.00

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

Weighted average shares outstanding, basic and diluted

 

 

134,584,500

 

 

116,941,167

 

 

134,585,819

 

 

114,244,665

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.


F-2


SINO AMERICAN OIL COMPANY

Statements of Changes in Shareholders’ Equity (Deficit)

For the Three and Six Months Ended March 31, 2023 and 2022

(Unaudited)

 

 

Preferred Stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Additional

Paid-in Capital

 

Common

stock

To be Issued

 

Shares Held

In Escrow

 

Accumulated

Deficit

 

Total

Stockholders’

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2022

-

 

$

-

 

134,664,500

 

$

13,466

 

$

7,196,649

 

$

20,000

 

$

(5,000,000)

 

$

(3,105,670)

 

$

(875,555)

Shares cancelled

-

 

 

-

 

(80,000)

 

 

(8)

 

 

8

 

 

-

 

 

-

 

 

-

 

 

-

Net loss

-

 

 

-

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(59,887)

 

 

(59,887)

Balance, December 31, 2022

-

 

$

-

 

134,584,500

 

$

13,458

 

$

7,196,657

 

$

20,000

 

$

(5,000,000)

 

$

(3,165,557)

 

$

(935,442)

Net income

-

 

 

-

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

54,627

 

 

54,627

Balance, March 31, 2023

-

 

$

-

 

134,584,500

 

$

13,458

 

$

7,196,657

 

$

20,000

 

$

(5,000,000)

 

$

(3,110,930)

 

$

(880,815)

 

 

Preferred Stock

 

Common Stock

 

 

 

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Additional

Paid-in Capital

 

Common

stock

To be Issued

 

Accumulated

Deficit

 

Total

Stockholders’

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2021

492,640

 

$

493

 

113,944,500

 

$

11,394

 

$

2,091,470

 

$

20,000

 

$

(2,658,636)

 

$

(535,279)

Shares issued for services

-

 

 

-

 

80,000

 

 

8

 

 

-

 

 

-

 

 

-

 

 

8

Net loss

-

 

 

-

 

-

 

 

-

 

 

-

 

 

-

 

 

(125,171)

 

 

(125,171)

Balance, December 31, 2021

492,640

 

$

493

 

114,024,500

 

$

11,402

 

$

2,091,470

 

$

20,000

 

$

(2,783,807)

 

$

(660,442)

Shares issued for services - related party

-

 

 

-

 

17,500,000

 

 

1,750

 

 

-

 

 

-

 

 

-

 

 

1,750

Net loss

-

 

 

-

 

-

 

 

-

 

 

-

 

 

-

 

 

(136,989)

 

 

(136,989)

Balance, March 31, 2022

492,640

 

$

493

 

131,524,500

 

$

13,152

 

$

2,091,470

 

$

20,000

 

$

(2,920,796)

 

$

(795,681)

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.


F-3


SINO AMERICAN OIL COMPANY

Statements of Cash Flows

(Unaudited)

 

 

 

For the Six Months Ended

March 31,

 

2023

 

2022

Cash Flows from Operating Activities:

 

 

 

 

 

Net loss

 

$

(5,260)

 

$

(262,160)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

Stock issued for services

 

 

-

 

 

8

Stock issued for services - related party

 

 

-

 

 

1,750

Gain on forgiveness of debt

 

 

(91,393)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts payable

 

 

29,801

 

 

8,775

Accrued interest

 

 

787

 

 

1,557

Accrued compensation

 

 

-

 

 

90,000

Accrued compensation - related party

 

 

-

 

 

90,000

Net cash used by operating activities

 

 

(66,065)

 

 

(70,070)

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

-

 

 

-

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

Proceeds from loans payable

 

 

-

 

 

31,848

Proceeds from loans payable - related party

 

 

66,988

 

 

40,000

Net cash provided by financing activities

 

 

66,988

 

 

71,848

 

 

 

 

 

 

 

Net change in cash

 

 

923

 

 

1,778

Cash at beginning of period

 

 

-

 

 

10

Cash at end of period

 

$

923

 

$

1,788

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

$

-

Cash paid for taxes

 

$

-

 

$

-

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.


F-4


 

SINO AMERICAN OIL COMPANY

Notes to Financial Statements

March 31, 2023

 

 

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

 

Sino American Energy Company (the “Company”) was incorporated as Raphael Industries Ltd. on October 31, 2005 under the laws of the State of Nevada. On November 11, 2010 the Company changed its name to Sino American Oil Company in anticipation of the Company’s new business direction, the exploration for oil and gas.

 

The company has re-domiciled its corporate status from Nevada to Wyoming in August 2018.

 

NOTE 2 - SUMMARY OF SIGNIFICANT POLICIES

 

Basis of presentation

The Company’s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2023, and for the related periods presented have been reflected. The results are not necessarily indicative of the results to be expected for the full year ending September 30, 2023. These unaudited financial statements should be read in conjunction with the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the Securities and Exchange Commission.

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

 

Recent Accounting Pronouncements

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.

 

 


F-5


 

NOTE 3 - GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no source of revenue, has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

 

NOTE 4 - LOAN PAYABLE

 

On September 1, 2021, the Company entered into a loan agreement with Home Run Oil and Gas, Inc. (“Home Run”). Home Run loaned the company $114,103 ($150,000 CAD). The loan in non-interest bearing and is due on or before November 30, 2021. During Q2 of FY 2023 this loan and all accrued interest were forgiven in full for a gain on forgiveness of debt of 91,393.

 

NOTE 5 - COMMON STOCK

 

On October 3, 2022, the Company cancelled 80,000 shares of common stock previously issued to Dennis Eubanks on November 15, 2021, per the terms of a MOU between the Company and Estacado Energy, LLC. The Company chose not to proceed with the acquisition applicable to the MOU.

 

NOTE 6 - PREFERRED STOCK

 

Effective June 3, 2019, the Company amended its article of incorporation and authorized 10,000,000 shares of Series A preferred stock, par value $0.001 and 10,000,000 shares of Series B preferred stock, par value $0.001.

 

Series A Preferred Stock

Each share of Series A is convertible into 1,000 shares of common.

 

As of March 31, 2023, there are no outstanding shares of the Series A Preferred Stock.

 

Series B Preferred Stock

Effective July 14, 2021, the Company designated its Series B Preferred Stock as voting only shares at 1,000 votes per share.

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

On July 19, 2022, the Company entered into an Acquisition Agreement (the “Agreement”) with Tritium Inc., a corporation organized under the laws of the Province of Alberta, Canada (“Tritium”) and the shareholders of Tritium (the “Shareholders”) after obtaining requisite approval from the Company’s board of directors, which determined that the transaction was in the best interests of the Company and its stockholders.

 

Pursuant to the Agreement, the Company will acquire 100% of the shares of Tritium through a wholly-owned subsidiary of the Company, Sino Acquisition Corp. The Company will also acquire all assets of Tritium in the transaction. In exchange for 100% of the shares of Tritium, the Company issued five million (5,000,000) shares of common stock at $1.00 a share for a total transaction value of USD $5,000,000.

 

In July 2022, Tritium acquired a 22% ownership in Base Element Energy Inc., a corporation organized under the laws of the Province of Alberta, Canada.

 

The acquisition is subject to the delivery of U.S. GAAP audited financial statements from Tritium and the transfer of title and ownership of the company and its assets to the Company. The Company is in the process of updating its SEDAR filings in Canada to remain compliant in Alberta and meet the requirement of the ASE. This acquisition will be subject to the Company being fully compliant with the Securities regulators of both the U.S. and Canada.

 


F-6


Until all terms and conditions of the Agreement have been met and the acquisition is considered closed the 5,000,000 shares of common stock are being held in escrow.

 

NOTE 8 - RELATED PARTY TRANSACTIONS

 

On April 18, 2017, the Company entered into a Convertible Loan Agreement with Kim Halvorson, former CEO and Director. The loan agreement was entered into pursuant to Ms. Halvorson’s agreement to fund the initial expenses of the Company. Per the terms of the agreement any funds loaned to the company or paid out on behalf of the Company will be convertible into shares of common stock at $0.0001 per share. The loans are due on demand and non-interest bearing. During the year ended September 30, 2021, Ms. Halvorson and Triage MicroCap Advisors LLC (“Triage”) (a company owned by Ms. Halvorson) loaned the Company an $33,684 and converted $8,707 into 8,680,000 shares of common stock. During the quarter ended March 31, 2022, Ms. Halvorson loaned the Company an additional $20,000. As of March 31, 2023, the balance due to Ms. Halvorson is $69,309.

 

During the year ended September 30, 2021, Mr. Tang, advance the Company $494 to pay general operating expenses. The advance is non-interest bearing and due on demand. During the quarter ended March 31, 2022, Mr. Tang loaned the Company an additional $20,000. As of March 31, 2023, the balance due to Mr. Tang is $20,494.

 

Since March 14, 2022, Mr. Aleksandrov, Director, has advanced the Company a total of $92,713 to pay for general operating expenses.

 

NOTE 9 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


F-7


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

 

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

 

Overview

 

Sino American Oil Company (the “Company”) is a development stage enterprise that was originally incorporated on April 2, 2010, under the laws of the State of Nevada. The Company is in the Oil and Gas Exploration, Development and Production Business and has been since inception. On November 11, 2018, the Company filed a re-domestication to have its domestic corporation be administered under the laws of the State of Wyoming.

 

Sino American Oil Company plans to grow shareholder value through securing oil and natural gas reserves and negotiating oil and natural gas exploration, development and production deals within the United States of America and Canada. The focused industries are oil & gas exploration, oil & gas development, and oil & gas production sales. We anticipate being able to generate revenue on the sale of oil and gas.

 

Sino American Oil Company is currently negotiating deals within a very large exploration area oil field owners located in the Western Canadian sedimentary basin. The deals involve oil and gas production acquisitions, mineral land acquisitions and further production increases through production optimization and drilling activities as well as production infrastructure installations.

 

On January 16, 2020, the Company received a Cease Trade Order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer. We are working to remedy this Order.

 

Results of Operations for the Three Months Ended March 31, 2023, compared to the Three Months Ended March 31, 2022

 

We have not generated any revenue to date.

 

Consulting expense was $0 compared to $45,000 for the three months ended March 31, 2023 and 2022, respectively. We are no longer using the consultant that was being compensated in the prior period.

 

Consulting expense - related party was $0 compared to $45,000 for the three months ended March 31, 2023 and 2022, respectively. In the prior period we incurred consulting expense of $15,000 per month for services provided by Triage.

 

General and administrative expenses (“G&A”) were $36,766 compared to $46,219 for the three months ended March 31, 2023 and 2022, respectively. G&A expenses decreased in the current period primarily due a decrease in consulting expense.

 

Interest expense was $0 compared to $770 for the three months ended March 31, 2023 and 2022, respectively. In the current period, the loan on which the interest was being accrued was forgiven.

 

For the three months ended March 31, 2023, we had net income of $54,627, compared to a net loss of $136,989 in the prior period. In the current period we recognized a gain on forgiveness of debt of $91,393, resulting in overall net income.

 

Results of Operations for the Six Months Ended March 31, 2023, compared to the Six Months Ended March 31, 2022

 

We have not generated any revenue to date.

 

Consulting expense was $0 compared to $90,000 for the six months ended March 31, 2023 and 2022, respectively. We are no longer using the consultant that was being compensated in the prior period.


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Consulting expense - related party was $0 compared to $90,000 for the six months ended March 31, 2023 and 2022, respectively. In the prior period we incurred consulting expense of $15,000 per month for services provided by Triage.

 

General and administrative expenses (“G&A”) were $95,866 compared to $80,603 for the six months ended March 31, 2023 and 2022, respectively. G&A expenses decreased in the current period primarily due to a decrease in consulting expense.

 

Interest expense was $787 compared to $1,557 for the six months ended March 31, 2023 and 2022, respectively. In the current period, the loan on which the interest was being accrued was forgiven.

 

For the six months ended March 31, 2023, we had a net loss of $5,206, compared to $262,160 in the prior period. In the current period we recognized a gain on forgiveness of debt of $91,393 and no compensation expense, resulting in overall net income.

 

Liquidity and Capital Resources

 

Cash flow from operations

Cash used in operating activities for the six months ended March 31, 2023, was $66,065 as compared to $70,070 of cash used in operating activities for the six months ended March 31, 2022.

 

Cash Flows from Financing

For the six months ended March 31, 2023, we received $66,988 from related party loans. In the prior period we received $40,000 from related party loans and $31,848 from other loans.

 

Going Concern

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no source of revenue, has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Refer to Note 2 - Summary of Significant Accounting Policies for discussion.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2023, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of March 31, 2023, to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission


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and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is 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 goals under all potential future conditions.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

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

 

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

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as a part of this report:

 

Exhibit

Number*

 

Title of Document

 

 

 

Item 31

 

Rule 13a-14(a)/15d-14(a) Certifications

31.01

 

Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14

 

 

 

Item 32

 

Section 1350 Certifications

32.01

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

Item 101

 

Interactive Data File

101.INS

 

XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase

 

 

 


5


 

SIGNATURE PAGE

 

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 hereunto duly authorized.

 

 

SINO AMERICAN OIL COMPANY

 

 

 

 

 

Dated: May 15, 2023

By:

/s/ Boriss Aleksandrov

 

 

Boriss Aleksandrov

 

 

Chief Executive Officer and Director

 

 

 

Dated: May 15, 2023

By:

/s/ Olga Palumbo

 

 

Olga Palumbo

 

 

Director

 

 

 

Dated: May 15, 2023

By:

/s/ Sascha Zilger

 

 

Sascha Zilger

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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