Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Black Rock Petroleum Co | exhibit31_2.htm |
| EX-31.1 - EXHIBIT 31.1 - Black Rock Petroleum Co | exhibit31_1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2016
[ ] 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)
Nevada |
(State or Other Jurisdiction of Incorporation or Organization) |
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1361 Peltier Drive Point Roberts, Washington 98281 |
(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (604) 783-9664
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 [X]
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 [X]
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 [ ] Non-accelerated filer [ ] Emerging growth company [ ] | Accelerated filer [ ] Smaller reporting company [X] |
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 [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of October 3, 2018, the issuer had 120,850,000 shares of its common stock issued and outstanding.
EXPLANATORY NOTE
The following Form 10-Q/A for the quarter ended October 31, 2016 is being filed in order to correct certain errors in accounting; specifically, for accounts payable and related party payables.
PART I |
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Item 1. | Condensed Unaudited Restated Financial Statements | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
Item 4. | Controls and Procedures | 12 |
PART II |
| 12 |
Item 1. | Legal Proceedings | 13 |
Item 1A. | Risk Factors | 13 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3. | Defaults Upon Senior Securities | 13 |
Item 4. | Mining Safety Disclosures | 13 |
Item 5. | Other Information | 13 |
Item 6. | Exhibits | 14 |
| Signatures | 15 |
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BLACK ROCK PETROLEUM COMPANY
INDEX TO FINANCIAL STATEMENTS
Condensed Balance Sheets as of October 31, 2016 (unaudited) (restated) and April 30, 2016 (restated) | 4 |
Condensed Statements of Operations for the Three and Six Months ended October 31, 2016 and 2015 (unaudited) (restated) | 5 |
Condensed Statements of Cash Flows for the Six Months ended October 31, 2016 and 2015 (unaudited) (restated) | 6 |
Notes to the Condensed Restated Financial Statements (unaudited) | 7 |
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BLACK ROCK PETROLEUM COMPANY CONDENSED BALANCE SHEETS | ||||||
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| October 31, 2016 |
| April 30, 2016 | ||
ASSETS |
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| (Unaudited) (Restated) |
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| (Restated) |
Current Assets: |
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Cash |
| $ | 2 |
| $ | 2 |
Total Assets |
| $ | 2 |
| $ | 2 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Accounts payable |
| $ | 15,473 |
| $ | 18,673 |
Due to related parties |
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| 57,891 |
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| 52,651 |
Total Current Liabilities |
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| 73,364 |
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| 71,324 |
Total Liabilities |
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| 73,364 |
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| 71,324 |
Stockholders' Deficit: |
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Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding |
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| - |
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| - |
Common Stock par value $0.001; 200,000,000 shares authorized, 120,850,000 and 120,850,000 shares issued and outstanding, respectively |
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| 1,209 |
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| 1,209 |
Accumulated deficit |
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| (74,571) |
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| (72,531) |
Total Stockholders' Deficit |
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| (73,362) |
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| (71,322) |
Total Liabilities and Stockholders' Deficit |
| $ | 2 |
| $ | 2 |
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The accompanying notes are an integral part of these unaudited restated condensed financial statements.
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The accompanying notes are an integral part of these unaudited restated condensed financial statements.
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BLACK ROCK PETROLEUM COMPANY CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) | ||||||||
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| For the Six Months Ended October 31, | ||||||
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| 2016 |
| 2015 | ||||
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| (Restated) |
| (Restated) | ||||
CASH FLOW FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | (2,040) |
| $ | - | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in Operating Assets and Liabilities: |
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Accounts payable |
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| (3,200) |
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| - | ||
Net Cash Used in Operating Activities |
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| (5,240) |
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| - | ||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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| - |
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| - | ||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from related parties |
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| 5,240 |
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| - | ||
Net Cash Provided by Financing Activities |
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| 5,240 |
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| - | ||
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Net Increase in Cash |
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| - |
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| - | ||
Cash at Beginning of Period |
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| 2 |
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| 86 | ||
Cash at End of Period |
| $ | 2 |
| $ | 86 | ||
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Cash paid during the period for: |
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Interest |
| $ | - |
| $ | - | ||
Income taxes |
| $ | - |
| $ | - | ||
The accompanying notes are an integral part of these unaudited restated condensed financial statements.
6
BLACK ROCK PETROLEUM COMPANY
NOTES TO CONDENSED RESTATED FINANCIAL STATEMENTS
October 31, 2016
(Unaudited)
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 principal operations. The Company’s fiscal year end is April 30.
We have not generated any operating revenues to date.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s unaudited restated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending April 30, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2016.
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 may differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the unaudited restated condensed financial statements for the three and six months ended October 31, 2016.
Recently issued accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the condensed 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 unaudited restated condensed financial statements, the Company has an accumulated deficit of $74,571 at October 31, 2016, 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 restated financial statements have been prepared assuming that the Company will continue as a going concern. These condensed restated 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.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the year ended April 30, 2016, Zoltan Nagy, CEO and Director, advanced $50,360 to the Company to pay for general operating expenses. As of October 31, 2016, and April 30, 2016, $57,891 and $52,651 is due to Mr. Nagy, respectively. The amount due is unsecured, non-interest bearing and due on demand.
7
During the year ended April 30, 2016, the sole director of the Company purchased all common stock of the Company from Starflick.Com Incorporated for the consideration amount of $1,088. The $1,088 was never received and was credited to the related party payable.
NOTE 5 – COMMON STOCK
On April 24, 2013, the Company issued 120,850,000 shares of common stock for the consideration amount of $1,088 to the parent company, Starflick.Com Incorporated. During the year ended April 30, 2016, the sole director of the Company purchased all of the shares of common stock from Starflick.Com Incorporated for the consideration amount of $1,088. The $1,088 was never received and was credited to the related party payable.
NOTE 6 – RESTATEMENTS
The October 31, 2016 and 2015 Statements of Operations and the October 31, 2016 and April 30, 2016 Balance Sheets are being restated to remove amounts for rent expense that were accounted for in error and to correct accounts payable.
The following tables summarize changes made to the October 31, 2016 and April 30, 2016 balance sheets.
| April 30, 2016 | |||||
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| As Reported |
| Adjustment |
| As Restated |
Cash | $ | 2 | $ | - | $ | 2 |
Total assets | $ | 2 | $ | - | $ | 2 |
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Accounts payable | $ | 54,673 | $ | (36,000) | $ | 18,673 |
Due to related parties |
| 50,360 |
| 2,291 |
| 52,651 |
Total liabilities |
| 105,033 |
| (33,709) |
| 71,324 |
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Preferred Stock |
| - |
| - |
| - |
Common stock |
| 1,209 |
| - |
| 1,209 |
Accumulated deficit |
| (106,240) |
| 33,709 |
| (72,531) |
Total Stockholders’ Deficit |
| (105,031) |
| 33,709 |
| (71,322) |
Total liabilities and stockholders’ deficit | $ | 2 | $ | - | $ | 2 |
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| October 31, 2016 | |||||
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| As Reported |
| Adjustment |
| As Restated |
Cash | $ | 2 | $ | - | $ | 2 |
Total assets | $ | 2 | $ | - | $ | 2 |
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Accounts payable | $ | 61,280 | $ | (45,807) | $ | 15,473 |
Due to related parties |
| 50,360 |
| 7,531 |
| 57,891 |
Total liabilities |
| 111,640 |
| (38,276) |
| 73,364 |
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Preferred Stock |
| - |
| - |
| - |
Common stock |
| 1,209 |
| - |
| 1,209 |
Accumulated deficit |
| (112,847) |
| 38,276 |
| (74,571) |
Total stockholders’ deficit |
| (111,638) |
| 38,276 |
| (73,362) |
Total liabilities and stockholders’ deficit | $ | 2 | $ | - | $ | 2 |
8
The following table summarizes changes made to the three months ended October 31, 2016 and 2015 Statements of Operations.
| For the three months ended October 31, 2015 | |||||
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| As Reported |
| Adjustment |
| As Restated |
Professional fees | $ | 5,113 | $ | (5,113) | $ | - |
Rent expense |
| 3,000 |
| (3,000) |
| - |
General and administrative |
| 147 |
| (147) |
| - |
Net Loss | $ | (8,260) | $ | 8,260 | $ | - |
| For the three months ended October 31, 2016 | |||||
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| As Reported |
| Adjustment |
| As Restated |
Professional fees | $ | 2,857 | $ | (2,857) | $ | - |
Rent expense |
| 3,000 |
| (3,000) |
| - |
General and administrative |
| 750 |
| (710) |
| 40 |
Net Loss | $ | (6,607) | $ | 6,567 | $ | (40) |
The following table summarizes changes made to the six months ended October 31, 2016 and 2015 Statements of Operations.
| For the six months ended October 31, 2015 | |||||
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| As Reported |
| Adjustment |
| As Restated |
Professional fees | $ | 8,967 | $ | (8,967) | $ | - |
Rent expense |
| 6,000 |
| (6,000) |
| - |
General and administrative |
| 147 |
| (147) |
| - |
Net Loss | $ | (15,114) | $ | 15,114 | $ | - |
| For the six months ended October 31, 2016 | |||||
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| As Reported |
| Adjustment |
| As Restated |
Professional fees | $ | 5,714 | $ | (3,714) | $ | 2,000 |
Rent expense |
| 6,000 |
| (6,000) |
| - |
General and administrative |
| 1,500 |
| (1,460) |
| 40 |
Net Loss | $ | (13,214) | $ | 11,174 | $ | (2,040) |
NOTE 7 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the restated financial statements were available to be issued on October 5, 2018, and has determined that there are no material subsequent events that require disclosure in these restated financial statements.
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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. We have not yet generated or realized any revenues from our business operations. We do not own any interest in any oil and gas leases or properties. 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 will begin limited operations by drop shipping oil and gas equipment to purchasers. We will find and locate the desired equipment and require our customer to pay us the full purchase price. We will then pay the manufacturer or wholesale therefore and cause the equipment to be delivered to our customer.
At the same time, we intend to raise capital via a private placement. The proceeds from the private placement will be used to acquire an oil and gas lease, upon which we intend to drill one oil and/or gas well.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin drop shipping oil and gas related equipment. Accordingly, we must raise cash from outside sources. We will not acquire an oil and gas lease or begin drilling until we raise additional money. We believe we will need to raise a minimum gross amount of $70,000, $50,000 net, in order to acquire one lease and drill one well to a depth of between 500 to 1,200 feet in Stafford County, Kansas. If we find oil and gas, and have additional proceeds available, we may drill additional wells on the property. We will begin selling the oil and gas and proceed to raise additional capital to acquire additional leases and drill more wells. We have targeted the geographical area of Stafford County, Kansas.
We will be conducting research in the form of drilling on the property. Our exploration program is explained in as much detail as possible in the business section of this prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months other than casing, pipe, a pump jack, and tanks. Casing and pipe will be purchased with funds we receive from the sale of oil and gas related equipment. A pump jack and tanks will be purchased only if we strike oil. A pump jack and tanks are unnecessary if we find gas.
We do not intend to interest other companies in the property if we find oil and/or gas. We intend to develop the property our self.
If we are unable to complete drilling one well on the property, we will suspend operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do, and we don’t have any plans to do anything.
We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for drilling one well.
In the event we complete our exploration program prior to the end of one year, and it is anticipated we will do so as reflected in the milestones that follow, if we find oil and/or gas, we will spend the balance of the year creating a program for development of the property. If we do not find oil and/or gas on the property, we attempt to locate a new property, raise additional money, and explore the new property.
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Milestones
The following are our milestones:
1. Before March 31, 2018– Begin selling and drop shipping oil and gas equipment.
2. 0-90 days after raising $100,000 as a result of selling oil and gas equipment to customers or through a private placement.
3. 90-270 days after raising $100,000. - Acquire one oil and gas lease and begin drilling. Drilling will cost $20.00 per foot. This cost includes placing casing and pipe in the ground. We will drill one well on the property. We anticipate drilling to a depth of between 500 to 1,200 feet. - Cost $10,000 - $24,000. Time to conduct drilling - 90 days.
4. 270-365 days after raising $100,000. Either begin production and raise additional capital to drill other wells on the property, or if oil and/or gas is not found, target a new property and raise additional capital to explore the new property.
The cost of the subcontractors is included in cost of drilling. All funds for the foregoing activities will be obtained from our public offering.
The foregoing figures are tailored for drilling wells in Stafford County, Kansas. Mr. Nagy obtained his information consulting with drilling contractors, operators, and pumpers located in Stafford County, Kansas.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must sell oil and gas related equipment. We are seeking equity financing to provide for the capital required to drill one or two wells.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
From Inception on April 24, 2013
Operations since inception consisted of the spin off our proposed oil and gas business and preparation of our registration statement.
Our parent corporation, Starflick.com caused its sole officer and director, Zoltan Nagy, to advance the legal and accounting fees of $50,360 for our spin-off and registration statement. We are obligated to repay Mr. Nagy said amount. The amount is not evidenced by any written documentation. The balance outstanding is non-interest bearing and is due on demand. Mr. Nagy does not intend to demand repayment until such time as we are able to pay the balance due.
For the three months ended October 31, 2016 our net loss was $40 compared to $0 for the three months ended October 31, 2015.
For the six months ended October 31, 2016 our net loss was $2,040 compared to $0 for the six months ended October 31, 2015.
11
Liquidity and Capital Resources
We will be able to stay in business for at least one year by drop shipping oil and gas equipment to our customers since the customer is responsible for payment in full of all equipment prior to delivery of the same. To meet our need for cash for oil and gas exploration, we will attempt to raise money from a private placement and our profits from the sale of oil and gas equipment.
Our sole officer and sole 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 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.
On November 15, 103, Starflick.com spun-off 120,850,000 shares of common stock pursuant to our registration statement in a public offering. The spin-off did not raise any capital.
As of October 31, 2016, our total assets were $2 and our total liabilities were $73,364. The total liabilities consist of a $57,891 related party loan due to Zoltan Nagy, CEO of the Company, and $15,473 of accounts payable.
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 October 31, 2016 that have affected, or are reasonably likely to affect, our internal control over financial reporting.
12
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any litigation.
ITEM 1A. RISK FACTORS
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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
13
ITEM 6. EXHIBITS
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Exhibit | Document Description | Form | Date | Number | Filed herewith |
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS | XBRL Instance Document. |
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101.SCH | XBRL Taxonomy Extension – Schema. |
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101.CAL | XBRL Taxonomy Extension – Calculations. |
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101.DEF | XBRL Taxonomy Extension – Definitions. |
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101.LAB | XBRL Taxonomy Extension – Labels. |
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101.PRE | XBRL Taxonomy Extension – Presentation. |
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SIGNATURES
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 on this October 5, 2018,
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| BLACK ROCK PETROLEUM COMPANY | |
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| BY: | /s/ Zoltan Nagy |
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| Zoltan Nagy |
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| President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and 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.
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