Attached files
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| EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION. - Black Rock Petroleum Co | exh32-1.htm |
| EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION. - Black Rock Petroleum Co | exh31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2014
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 333-189839
BLACK ROCK PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Nevada
(State of incorporation)
1361 Peltier Drive
Point Roberts, Washington 98281
(Address of principal executive offices)
(360) 303-9500
(Registrant’s telephone number)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] 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 (SS 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, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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[ ]
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Non-accelerated Filer (Do not check if smaller reporting company)
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Smaller Reporting Company
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[X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of March 19, 2014, there were 120,850,000 shares of the registrant’s $0.00001 par value common stock issued and outstanding.
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Page
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FINANCIAL STATEMENTS.
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3
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Balance Sheets as of January 31, 2014 and April 30, 2013 (Unaudited)
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3
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Statements of Operations for the three and nine months ended January 31, 2014 and
from April 24, 2013 (inception) through January 31, 2014 (Unaudited)
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4
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Statements of Cash Flows for the nine months ended January 31, 2014 and from
April 24, 2013 (inception) through January 31, 2014 (Unaudited)
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5
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Notes to the Unaudited Financial Statements
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6
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
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7
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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10
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CONTROLS AND PROCEDURES.
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10
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RISK FACTORS.
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10
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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10
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EXHIBITS.
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11
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12
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13
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BLACK ROCK PETROLEUM COMPANY
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(A Development Stage Company)
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(Unaudited)
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January 31
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April 30
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2014
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2013
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ASSETS
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Current Assets
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Cash and cash equivalents
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1
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100
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Total assets
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1
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1,309
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities
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Accounts payable and accrued liabilities
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22,503
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12,650
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Due to related parties
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17,880
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13,100
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Total liabilities
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40,383
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25,750
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Stockholders’ equity (Deficit)
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Share capital
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Authorized:
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100,000,000 preferred shares, par value $0.00001
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200,000,000 common shares, par value $0.00001
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Issued and outstanding:
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Nil preferred shares
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120,850,000 common shares
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1,209
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1,209
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Subscription receivable from related party
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(1,088)
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(1,209)
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Deficit accumulated during the development stage
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(40,503)
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(25,650)
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Total stockholders’ deficit
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(39,294)
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(24,441)
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Total liabilities and stockholders’ deficit
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1,089
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1,309
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The accompanying notes are an integral part of these unaudited financial statements.
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BLACK ROCK PETROLEUM COMPANY
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(A Development Stage Company)
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For the period from April 24, 2013 (Inception) to January 31, 2014
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(Unaudited)
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Inception
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Three months
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Nine months
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(April 24,
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Ended
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Ended
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2013) to
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January 31
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January 31
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January 31,
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2014
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2014
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2014
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Expenses
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Accounting and legal
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3,170
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5,853
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30,503
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Rent
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3,000
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9,000
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10,000
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Earnings (Loss) from operations
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(6,170)
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(14,853)
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(40,503)
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Net loss
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(6,170)
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(14,853)
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(40,503)
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Basic and diluted loss per share
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(0.00)
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(0.00)
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Weighted average number of common shares
outstanding
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Basic and diluted
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120,850,000
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120,850,000
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The accompanying notes are an integral part of these unaudited financial statements.
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BLACK ROCK PETROLEUM COMPANY
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(A Development Stage Company)
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For the period from April 24, 2013 (Inception) to January 31, 2014
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(Unaudited)
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Inception
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Nine months
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(April 24,
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Ended
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2013) to
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January 31
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January 31
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2014
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2014
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Cash flows from operating activities
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Net income (Loss)
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(14,853)
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(40,503)
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Changes in operating assets and liabilities:
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Accounts payable and accrued liabilities
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9,853
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22,503
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Due to related parties
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4,780
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17,880
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Cash used in operating activities
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(220)
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(120)
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Cash flows from financial activities
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Due from related parties
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121
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121
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Cash provided by financing activities
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121
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121
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Increase (Decrease) in cash and cash equivalents
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(99)
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1
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Cash and cash equivalents, beginning of period
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100
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-
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Cash and cash equivalents, end of period
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1
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1
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The accompanying notes are an integral part of these unaudited financial statements.
BLACK ROCK PETROLEUM COMPANY
(A Development Stage Company)
For the period from April 24, 2013 (Inception) to January 31, 2014
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Black Rock Petroleum Company (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent period from inception through April 30, 2013 as reported in Form S-1, have been omitted.
2. GOING CONCERN
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have incurred operating losses and require additional funds to maintain our operations. Management’s plans in this regard are to raise equity financing as required.
These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
We have not generated any operating revenues to date.
3. DUE TO DIRECTOR
As of January 31, 2014 $17,880 was due to the president for expenses paid on behalf of the Company. The amount due to the president is unsecured, non-interest bearing and due on demand.
4. EQUITY
On April 24, 2013, the Company issued 120,850,000 shares of common stock for the consideration amount of $1,209 to the parent company, Starflick.Com Incorporated.
As at January 31, 2014, the amount of $1,088 is still due from the parent company, Starflick.Com Incorporated and has been included in due from related parties.
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. Assuming we are able to sell oil and gas related equipment to customers, we intend to retain the profits and accumulate cash. As the cash grows, we intend to acquire an oil and gas lease in Stafford County, Kansas, and drill one well on the property. Revenue for the first twelve months will be generated from the sale of oil and gas related equipment. We do not know how long it will take us to accumulate sufficient capital to acquire a lease and drill one well. Until we have sufficient capital to acquire a lease and drill a well, we intend to focus on and promote the sale of oil and gas related equipment.
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 our 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. We intend to hire an additional employee when we acquire our first oil and gas lease and begin exploration activities. 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.
Milestones
The following are our milestones:
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1.
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Immediately after our registration statement is declared - Set our website up initially very simplistic but modified and more sophisticated as the year progresses. We intend on concentrating on sales. During the twelve months following SEC effectiveness, as time and money permits, we will set up our data base and customer service department. Initially customer service will be the function of Mr. Nagy during the process of selling equipment. Concurrent with the website becoming operational, Mr. Nagy will begin contacting pumpers (persons who handle day-to-day operations of leases) by telephone and emails to the Stafford County, Kansas geographical area. Begin selling and drop shipping oil and gas equipment. Profits will be returned to the company. Mr. Nagy will advance funds to get our operations jump-started. Thereafter proceeds from the sale of equipment will be used to fund operations. We intend to move toward self-sufficiency during this period until we become self-sustaining. While there is no assurance thereof, we believe we will grow over the next twelve months and be self-sufficient thereafter. During the twelve months following SEC effectiveness.
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2.
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0-90 days after raising $100,000 as a result of selling oil and gas equipment to customers or through a private placement. We cannot estimate the time it will take to raise the $100,000. Much depends on the number of orders we receive for equipment and the availability of the equipment in the market place.
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3.
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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.
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4.
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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.
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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 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 to January 31, 2014
Operations since inception consist of the plan to spin off the proposed oil and gas business and preparation of our public offering.
From inception (April 24, 2013) to January 31, 2014, we incurred $30,503 for accounting and legal expenses and $1,000 for rent, of which, $4,900 was paid by Zoltan Nagy, our sole officer and director. As at January 31, 2014, $17,880 is due to Mr. Nagy. The amount is unsecured, non-interest bearing and due on demand.
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.
As of January 31, 2014, our total assets were $1 and our total liabilities were $40,383.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended January 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Status of Our Public Offering
On October 29, 2013, our Form S-1 registration statement (SEC file no. 333-189839) was declared effective by the SEC. Pursuant to the S-1, we offered a spin-off of 129,850,000 shares of common stock.
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation.
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S-1
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7/08/13
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3.1
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3.2
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Bylaws.
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S-1
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7/08/13
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3.2
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3.3
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Amended Articles of Incorporation.
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S-1
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7/08/13
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3.3
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31.1
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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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X
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32.1
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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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X
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension – Schema.
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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101.LAB
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XBRL Taxonomy Extension – Labels.
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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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 thereunto duly authorized on this 24th day of March, 2014.
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BLACK ROCK PETROLEUM COMPANY
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BY:
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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
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation.
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S-1
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7/08/13
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3.1
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3.2
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Bylaws.
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S-1
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7/08/13
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3.2
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3.3
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Amended Articles of Incorporation.
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S-1
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7/08/13
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3.3
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31.1
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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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X
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32.1
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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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X
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension – Schema.
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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101.LAB
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XBRL Taxonomy Extension – Labels.
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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-13-