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EX-32.1 - EXHIBIT 32.1 - Black Rock Petroleum Coexhibit321.htm
EX-31.1 - EXHIBIT 31.1 - Black Rock Petroleum Coexhibit311.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 July 31, 2015

 

 

 

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 (§§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 September 11, 2015, there were 120,850,000 shares of the registrant's $0.00001 par value common stock issued and outstanding.



1




TABLE OF CONTENTS

 

Page

 

 

PART I.  FINANCIAL INFORMATION

3

 

 

ITEM 1.

FINANCIAL STATEMENTS.

3

 

Condensed Balance Sheets as of July 31, 2015 (unaudited) and April 30, 2015

3

 

 

 

 

Condensed Statements of Operations for the three months ended July 31, 2015 (unaudited)

4

 

 

 

 

Condensed Statement of Cash Flows for the three months ended July 31, 2015 (unaudited)

5

 

 

 

 

Notes to the Condensed Financial Statements

6

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION.

7

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

8

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES.

8

 

 

PART II.  OTHER INFORMATION

8

 

 

ITEM 1.

LEGAL PROCEEDINGS.

8

 

 

 

ITEM 1A.

RISK FACTORS.

8

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

8

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

8

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES.

8

 

 

 

ITEM 5.

OTHER INFORMATION.

8

 

 

 

ITEM 6.

EXHIBITS.

9

 

 

 

Signatures

10

Exhibit Index

11
















2




PART I - FINANCIAL INFORMATION


ITEM 1.          FINANCIAL STATEMENTS.

BLACK ROCK PETROLEUM COMPANY

Balance Sheets

(Unaudited)

 

 

 

 

 

 

July 31

 

April 30

 

 

 

 

 

 

2015

 

2015

 

 

 

 

 

 

$

 

$

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

1,295 

 

86 

 

Total Current Assets

 

 

 

1,295 

 

86 

TOTAL ASSETS

 

 

 

 

1,295 

 

86 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' DEFICT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

39,423 

 

40,142 

 

Due to related parties

 

 

 

49,786 

 

41,004 

 

Total Current Liabilities

 

 

 

89,209 

 

81,146 

 

 

 

 

 

 

 

 

 

Stockholder's Deficit

 

 

 

 

 

 

 

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 

 

Accumulated deficit

 

 

 

(89,123)

 

(82,269)

 

Total Stockholders' Deficit

 

 

(87,914)

 

(81,060)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

1,295 

 

86 


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



3




BLACK ROCK PETROLEUM COMPANY

Statement of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Three months

 

 

 

 

 

 

 

 

 

Ended

 

Ended

 

 

 

 

 

 

 

 

 

July 31

 

July 31

 

 

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

$

 

$

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Accounting and legal

 

 

 

 

3,854 

 

2,905 

 

 

 

Rent

 

 

 

 

 

3,000 

 

3,000 

 

 

 

Stock management fees

 

 

 

 

 

687 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

(6,854)

 

(6,592)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss for the period

 

 

 

(6,854)

 

(6,592)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

 

 

 

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

 

 

120,850,000 

 

120,850,000 

 

 















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



4




BLACK ROCK PETROLEUM COMPANY

Statement of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Three months

 

 

 

 

 

 

 

 

 

Ended

 

Ended

 

 

 

 

 

 

 

 

 

July 31

 

July 31

 

 

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

$

 

$

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income (loss)

 

 

 

 

(6,854)

 

(6,592)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Changes in non-cash working capital

 

 

 

 

 

 

 

 

       Accounts payable and accrued liabilities

 

 

 

(719)

 

6,142 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net cash used in operating activities

 

 

 

(7,573)

 

(450)

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

       Due to related parties

 

 

 

 

8,782 

 

450 

 

 

   Net cash provided by financing activities

 

 

 

 

8,782 

 

450 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in cash and cash equivalents

 

 

1,209 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

86 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

 

 

1,295 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

 

 

 

Cash paid for income taxes

 

 

 

 

 

 

 


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



5



BLACK ROCK PETROLEUM COMPANY

Notes to the Financial Statements

(Unaudited)


1.  INCORPORATION AND CONTINUANCE OF OPERATIONS


Black Rock Petroleum Company 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.  


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. 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.  DUE TO RELATED PARTY


During the three months ended July 31, 2015, the director paid certain expense on behalf of the company.


As at July 31, 2015 $49,786 was due to director.  The amount due to director was unsecured, non-interest bearing and due on demand.

























6




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION.


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 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.



7




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 ineffective. There were no changes in our internal control over financial reporting during the quarter ended July 31, 2015, 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.



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.



8




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.

 

 

 

 

 

 

 

 

 

 

101.SCH

XBRL Taxonomy Extension – Schema.

 

 

 

 

 

 

 

 

 

 

101.CAL

XBRL Taxonomy Extension – Calculations.

 

 

 

 

 

 

 

 

 

 

101.DEF

XBRL Taxonomy Extension – Definitions.

 

 

 

 

 

 

 

 

 

 

101.LAB

XBRL Taxonomy Extension – Labels.

 

 

 

 

 

 

 

 

 

 

101.PRE

XBRL Taxonomy Extension – Presentation.

 

 

 

 














9




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 11th day of September, 2015.


 

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































10




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.

 

 

 

 

 

 

 

 

 

 

101.SCH

XBRL Taxonomy Extension – Schema.

 

 

 

 

 

 

 

 

 

 

101.CAL

XBRL Taxonomy Extension – Calculations.

 

 

 

 

 

 

 

 

 

 

101.DEF

XBRL Taxonomy Extension – Definitions.

 

 

 

 

 

 

 

 

 

 

101.LAB

XBRL Taxonomy Extension – Labels.

 

 

 

 

 

 

 

 

 

 

101.PRE

XBRL Taxonomy Extension – Presentation.

 

 

 

 









11