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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - Black Rock Petroleum Coexh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - Black Rock Petroleum Coexh31-1.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2014
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO 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 of incorporation)

1361 Peltier Drive
Point Roberts, Washington   98281
(Address of principal executive offices)

(403) 708-2523
(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 [X]     NO [   ]

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):

Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if smaller reporting company)
[   ]
 
Smaller Reporting Company
[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [   ]     NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of December 9, 2014, there were 120,850,000 shares of the registrant's $0.00001 par value common stock issued and outstanding.
 




 


TABLE OF CONTENTS

 
Page
   
3
   
FINANCIAL STATEMENTS.
3
     
 
Condensed Balance Sheets as of October 31, 2014 (unaudited) and April 30, 2014
3
     
 
Condensed Statements of Operations for the three and six months ended October 31, 2014
(unaudited)
4
     
 
Condensed Statements of Cash Flows for the six months ended October 31, 2014
(unaudited)
5
     
 
Notes to the Condensed Financial Statements
6
     
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
7
     
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
9
     
CONTROLS AND PROCEDURES.
9
   
9
   
LEGAL PROCEEDINGS.
9
     
RISK FACTORS.
9
     
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
10
     
DEFAULTS UPON SENIOR SECURITIES.
10
     
MINE SAFETY DISCLOSURES.
10
     
OTHER INFORMATION.
10
     
EXHIBITS.
10
     
11
   
12





-2-

 

PART I - FINANCIAL INFORMATION

ITEM 1.                    FINANCIAL STATEMENTS.


BLACK ROCK PETROLEUM COMPANY
Balance Sheets
(Unaudited)


   
October 31
   
April 30
 
   
2014
   
2014
 
   
   
 
                 
ASSETS
               
                 
Current Assets
               
                 
Cash and cash equivalents
   
1
     
1
 
                 
Total Assets
   
1
     
1
 
                 
                 
LIABILITIES AND SHAREHOLDER DEFICIENCY
               
                 
Current liabilities
               
                 
Accounts payable and accrued liabilities
   
33,128
     
27,658
 
Due to related parties
   
34,210
     
18,886
 
Total Liabilities
   
67,338
     
46,544
 
                 
Stockholders' Deficiency
               
                 
Share capital
               
Authorized:
100,000,000 preferred shares, par value $0.00001
200,000,000 common shares, par value $0.00001
               
Issued and outstanding:
Nil preferred shares
120,850,000 common shares
   
1,209
     
1,209
 
Subscription receivable from related party
   
(1,088
)
   
(1,088
)
Accumulated deficit
   
(67,458
)
   
(46,664
)
                 
TOTAL SHAREHOLDERS' DEFICIENCY
   
(67,337
)
   
(46,543
)
                 
                 
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY
   
1
     
1
 


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

F-1
-3-

 


BLACK ROCK PETROLEUM COMPANY
Statements of Operations
(Unaudited)


   
Six months
   
Six months
   
Three months
   
Three months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
October 31
   
October 31
   
October 31
   
October 31
 
   
2014
   
2013
   
2014
   
2013
 
   
$
     
$
     
$
     
$
   
                                 
Expenses
                               
                                 
Accounting and legal
   
13,020
     
2,683
     
10,115
     
1,650
 
                                 
 Rent
   
6,000
     
6,000
     
3,000
     
3,000
 
                                 
Stock management fees
   
1,774
     
-
     
1,087
     
-
 
                                 
Earnings (Loss) from operations
   
(20,794
)
   
(8,683
)
   
(14,202
)
   
(4,650
)
                                 
Net Loss and comprehensive loss for
the period
   
(20,794
)
   
(8,683
)
   
(14,202
)
   
(4,650
)
                                 
                                 
Basic and diluted loss per share
   
(0
)
   
(0
)
   
(0
)
   
(0
)
                                 
Weighted average number of common
shares outstanding
                               
                                 
Basic and diluted
   
120,850,000
     
120,850,000
     
120,850,000
     
120,850,000
 


















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

F-2
-4-

 


BLACK ROCK PETROLEUM COMPANY
Statements of Cash Flows
(Unaudited)


   
Six months
   
Six months
 
   
Ended
   
Ended
 
   
October 31
   
October 31
 
   
2014
   
2013
 
   
$
     
$
   
                 
Cash flows from operating activities
               
                 
Net Loss
   
(20,794
)
   
(8,683
)
                 
Changes in non-cash working capital
               
Accounts payable and accrued liabilities
   
5,470
     
4,133
 
                 
Net cash (used) provided by operating activities
   
(15,324
)
   
(4,550
                 
Cash flows from financial activities
               
                 
Due to related parties
   
15,324
     
4,450
 
Subscriptions received
   
-
     
121
 
                 
Net cash provided by financing activities
   
15,324
     
4,571
 
                 
Increase (Decrease) in cash and cash equivalents
   
-
     
21
 
                 
Cash and cash equivalents, beginning of period
   
1
     
100
 
                 
Cash and cash equivalents, end of period
   
1
     
121
 
















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

F-3
-5-

 

BLACK ROCK PETROLEUM COMPANY
Notes to the Financial Statements


1.  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements of Black Rock Petroleum (the "Company") have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods and for the period from the date of inception have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended April 30, 2014.

In the quarter ended October 31, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

2.  GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.   As shown in the accompanying financial statements, the Company has incurred a net loss of ($67,458) through October 31, 2014. The Company has sustained losses and additional equity financing will be required by the Company to fund its development activities and to support operations. However, there is no assurance that the Company will be able to obtain additional financing. The Company has not generated any operating revenues to date. Furthermore, the Company's existence is dependent upon management's ability to develop profitable operations. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

3.  RELATED PARTY

During the six months ended October 31, 2014, the director paid for some of the company's expenses.

As at October 31, 2014, $34,210 was due to director. The amount due to director was 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.

As at October 31, 2014, the amount of $1,088 is still due from the parent company, Starflick.com and has been included in due from related parties.
F-4
-6-

 

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.

Milestones

The following are our milestones:

1.
On or before March 31, 2015 – 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.  Our sole officer and director, Mr. Zoltan 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 consist of the plan to spin off the 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 $25,750.00 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.

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.

Mr. Nagy 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.

Starflick.com spun-off 120,850,000 shares of our common stock pursuant to our registration statement in a public offering.  The spin-off did not raise any capital.

As of October 31, 2014, our total assets were $1 and our total liabilities were $67,338.  

ITEM 3.                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

ITEM 4.                    CONTROLS AND PROCEDURES.

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 October 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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 Securities Exchange Act of 1934 and are not required to provide the information under this item.


-9-

 
 

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

None.

ITEM 3.                    DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.                    MINE SAFETY DISCLOSURES.

None.

ITEM 5.                    OTHER INFORMATION.

None.
ITEM 6.                    EXHIBITS.

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
           
3.1
Articles of Incorporation.
S-1
7/08/13
3.1
 
           
3.2
Bylaws.
S-1
7/08/13
3.2
 
           
3.3
Amended Articles of Incorporation.
S-1
7/08/13
3.3
 
           
14.1
Code of Ethics.
10-K/A
 
14.1
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.2
Audit Committee Charter.
10-K/A
 
99.2
 
           
99.3
Disclosure Committee Charter.
10-K/A
 
99.3
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X


-10-

 


SIGNATURES

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 10th day of December, 2014.

 
BLACK ROCK PETROLEUM COMPANY
     
 
BY:
ZOLTAN NAGY
   
Zoltan Nagy
   
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors


















-11-

 


EXHIBIT INDEX

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
           
3.1
Articles of Incorporation.
S-1
7/08/13
3.1
 
           
3.2
Bylaws.
S-1
7/08/13
3.2
 
           
3.3
Amended Articles of Incorporation.
S-1
7/08/13
3.3
 
           
14.1
Code of Ethics.
10-K/A
 
14.1
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.2
Audit Committee Charter.
10-K/A
 
99.2
 
           
99.3
Disclosure Committee Charter.
10-K/A
 
99.3
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X







 
-12-