PetroGas Co - FORM 10-Q - February 22, 2016

Attached files

file	filename
EX-32.1 - PetroGas Co	ex32-1.htm
EX-31.1 - PetroGas Co	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2015

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

For the transition period from _________ to ___________

333-196409

Commission File Number

PETROGAS COMPANY

(Exact name of registrant as specified in its charter)

Nevada	98-1153516
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2800 Post Oak Boulevard
Suite 4100
Houston, TX	77056
(Address of principal executive offices)	(Zip Code)

(832) 390-2273

(Registrant’s telephone number, including area code)

AMERICA RESOURCES EXPLORATION INC.
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] 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). [X] Yes [ ] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a 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 [X] No

As of January 21, 2016, the issuer had 132,550,000 shares of common stock issued and outstanding.

Table of Contents

PART I-FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESLUTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4.	CONTROLS AND PROCEDURES	14
PART II-OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	MINE SAFETY DISCLOSURES	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	17
SIGNATURES		18

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PETROGAS COMPANY

BALANCE SHEET

	December 31, 2015			March 31, 2015
	(Unaudited)			(Unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	37		$	5,971
Other current assets		27,582			-
Total current assets		27,619			5,971

Property and equipment
Oil and gas, on the basis of full cost accounting
Proved properties		219,376			-
Overriding Royalty Interests		45,328			-
Unproved Property		6,035			-

Total assets	$	298,358		$	5,971

Current liabilities
Accounts payable	$	9,253		$	400
Other liabilities		10,100			-
Other AP		-			-
Accrued interest		1,225			5,600
Total current liabilities		20,578			6,000

Long-Term liabilities
Asset retirement obligations		9,075			-
Related Party Note Payable		54,020			-

Total liabilities		83,673			6,000

Commitments and contingencies		-			-

Stockholders’ (deficit) equity
Common stock, par value $0.001; 300,000,000 shares authorized 132,550,000 and 130,550,000
shares issued and outstanding as of December 31, 2015 and September 30, 2015, respectively		15,510			8,360
Additional paid in capital		855,872			21,159
Retained deficit		(656,696	)		(29,548	)
Total stockholders’ (deficit) equity		214,686			(29	)

Total liabilities and stockholders’ (deficit) equity	$	298,358		$	5,971

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

PETROGAS COMPANY

STATEMENT OF OPERATIONS

	Three months ended						Nine months ended
	December 31,						December 31,
	2015			2014			2015			2014

Revenues	$	-		$	-		$	-		$	-

Operating expenses
Lease operating expense		4,042			-			48,656			-
Accretion expense		18			-			107			-
Total operating expense		4,060			-			48,763			-
General and administrative expenses		28,590			1,565			124,499			22,826
Total other expense		3,279			-			498,725			-

Net loss	$	(35,929	)	$	(1,565	)	$	(671,987	)	$	(22,826	)

Net loss per share – basic and diluted		-			-			-			-

Weighted average shares outstanding – basic and diluted		131,550,000			8,346,087			129,365,478			6,908,945

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

PETROGAS COMPANY

STATEMENT OF CASH FLOWS

	Nine Months Ended
	December 31,			December 31,
	2015			2014
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net loss	$	(671,987	)	$	(22,826	)
Adjustments to reconcile net loss to net cash from operating activities:
Loss on disposal of asset		3,278			-
Asset retirement obligation accretion		107			-
Impairment of oil and gas leases		448,500			-
Loss on acquisition of royalty interest on unproven property		46,238			-
Share based compensation		30,600			-
Change in operating assets and liabilities:
Accounts payable		8,854			100
Other liabilities		5,117			-
Prepaid expenses		(13,078	)		-
Materials and supplies		8,753			-
Other Liabilities		708
Net cash from operating activities		(132,910	)		(22,726	)

Cash flow from investing activities
Improvements to proven oil and gas assets		(77,044	)		-

Cash flows from financing activities
Proceeds from sale of common stock		150,000			23,519
Loan payable		54,020			6,250
Net cash from financing activities		204,020			29,769

Net change in cash and cash equivalents		(5,934	)		7,043

Cash and cash equivalents

Beginning of period		5,971			178

End of period	$	37		$	7,221

Non-Cash investing and financing activities:
Issuance of common stock for acquisition of oil and gas		-		$	160,000
Issuance of common stock for acquisition of overriding royalties and unproved property		-			97,500
Issuance of common stock for unproven oil and gas property		-			448,500
Issuance of common stock for employee compensation		-			30,600
Asset retirement obligation incurred		-			9,075

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

PETROGAS COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

These financial statements of PetroGas Company, formerly America Resources Exploration, Inc. (“the Company"), have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with the Company’s unaudited financial statements as of June 30, 2015.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of December 31,2015, the Company’s significant accounting policies were consistent with those discussed in the unaudited financial statements as of September 30, 2015.

Basis of Consolidation - These consolidated financial statements include the accounts of the Company and its 94% owned subsidiary, Seabourn Oil Company, LLC. All intercompany balances and transactions have been eliminated in consolidation.

Oil and Gas Properties—The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on nonproducing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to operations.

The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized as depreciation, depletion and amortization expense using the units-of-production method based on estimated proved recoverable oil and gas reserves.

The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful.

All items classified as unproved property are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of various factors, including, but not limited to, the following: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; assignment of proved reserves; and economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization.

Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the "cost ceiling") equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent (10%), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the unweighted arithmetic average of the first day of the month price for each month within the 12 month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period.

Given the volatility of oil and gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline in the future, even if only for a short period of time, it is possible that impairments of oil and gas properties could occur. In addition, it is reasonably possible that impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved oil and gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved oil and gas reserves.

Revenue Recognition—Oil and gas sales result from undivided interests held by the Company in oil and gas properties. Sales of oil and gas produced from oil and gas operations are recognized when the product is delivered to the purchaser and title transfers to the purchaser. Charges for gathering and transportation are included in production expenses. The Company had no sales of oil and gas during the quarter ended December 31, 2015.

Asset Retirement Obligations—The Company records a liability for asset retirement obligations ("ARO") associated with its oil and gas wells when those assets are placed in service. The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its then-present value.

Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

Capitalized Interest—Interest is capitalized as part of the historical cost of developing and constructing assets for significant projects. Significant oil and gas investments in unproved properties, significant exploration and development projects for which depreciation, depletion and amortization expense is not currently recognized, and exploration or development activities that are in progress qualify for interest capitalization. Interest is capitalized until the asset is ready for service. Capitalized interest is determined by multiplying the Company's weighted-average borrowing cost on debt by the average amount of qualifying costs incurred. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depletion or impairment, along with other capitalized costs related to that asset.

On May 27, 2015, the Company incorporated a limited liability corporation in the State of Texas called Seabourn Oil Company, LLC (“Seabourn LLC”) for the purpose of acquiring certain oil and gas leases. On May 27, 2015 Seabourn completed the acquisition of the leases from Nelaco Operating Company, Inc., a company controlled by Mr. Joe Seabourn, a member of our board of directors. Under the terms of the assignment and bill of sale, Seabourn LLC acquired a 100% working interest and an 80% net revenue interest in a total of 960 acres located in two tracts in Callahan County, Texas. Under the terms of the agreements Mr. Seabourn retains a 6% ownership interest in Seabourn LLC. The Company capitalized this property at a nominal value of $100 in respect of the transaction due to the fact that Mr. Seabourn was unable to provide historical cost for the acquired lease land.

On June 10, 2015, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Zheng Xiangwu (“Zheng”), a resident of Guang Dong Province, China, and the Company’s controlling shareholder (see Note 5 ), whereby the Company issued 4 million shares of its common stock in exchange for rights to certain oil and gas leases located in Frio and Atascosa Counties, Texas, consisting of a total of 714 total acres of land, two (2) working wells and a total of seven (7) wells (the “Leases”). The 4 million shares were valued at Zheng’s historical cost totalling $160,000. The transaction closed on June 12, 2015.

On June 11, 2015 the Company entered into various assignment agreements for the acquisition of multiple oil and gas leases and ORR’s as set out in the table below. On July 6 and July 9, 2015 respectively the Company concluded Asset Purchase Agreements with respect to the aforementioned assignments whereunder the Company issued a total of 650,000 shares of its common stock to Mr. Zheng. The Company valued the transaction at the market price of the shares as at the date of issue, or $0.15 per share for a total value of $97,500. The Company capitalized the historical cost of the acquired assets totaling $51,263 and recorded a loss on acquisition of $46,237.

Assignment Date	Name of The Property	Type of Property	Location

June 11 th , 2015	Ellis County	Overriding Royalty Int.	Oklahoma
June 11 th , 2015	Hemphill County	Overriding Royalty Int	Texas
June 11 th , 2015	Madison County	Wellbore Interest	Texas
June 11 th , 2015	Shelby County	Wellbore Interest	Texas
June 11 th , 2015	Emergy County	Lease Purchase	Utah

On August 13, 2015 the Company entered into an Asset Purchase Agreement with Inceptus Resources, LLC whereunder the Company acquired a 78% net revenue interest in 200 acres located in Callahan County, Texas, and a 78% net revenue interest in 522 acres also located in Callahan County, Texas. In respect of the acquired leases the Company issued a total of 500,000 shares of common stock on the closing date, August 19, 2015 which shares were valued at market price on the date of the transaction, totaling $448,500, which amount was capitalized. As at September 30, 2015 the Company evaluated the capitalized value of the leases and determined to impair the amount in full due to the fact that the Company had no historical cost basis for the leases, and no immediate development plans for the lease land. A total of $448,500 has been expensed as Impairment loss on oil and gas lease in the current quarter.

During the period the Company completed various workovers and other improvements to certain of its existing wellbores, which amounts totaling $77,044 were capitalized under Proved Properties.

NOTE 3 – ASSET RETIREMENT OBLIGATIONS

The Company has asset retirement obligations for any wells that are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration. For the purpose of determining the fair value of ARO incurred during the three-month period ended December 31, 2015, the Company used the following assumptions.

Inflation Rate		3	%
Estimated asset life	20 years
Credit adjusted risk free interest rate		18	%

The following table shows the change in the Company’s ARO during the three-month period ended December 31, 2015:

Asset retirement obligations at December 31, 2015	$	8,986
Asset retirement obligations incurred		-
Accretion expense		18
Asset retirement obligations at December 31, 2015	$	8,968

Depletion

Recording of depletion is going to begin when the company will be on the production stage.

Depreciation

Recording of depreciation is going to begin when the company will be on the production stage.

NOTE 4 - NOTES PAYABLE

The Company entered into promissory note on August 10, 2015 with Rise Fast Limited in the face amount of $60,000 with the interest on the outstanding principal amount at the rate of five percent (5%) per annum, compounded quarterly; provided however if an event of Default occurs the interest rate will increase to a rate of eight percent (8%) per annum, compounded quarterly, so long as the Event if Default continues.

The Company entered into promissory note on September 1, 2015 with Rise Fast Limited in the face amount of $50,000 with the interest on the outstanding principal amount at the rate of five percent (5%) per annum, compounded quarterly; provided however if an event of Default occurs the interest rate will increase to a rate of eight percent (8%) per annum, compounded quarterly, so long as the Event if Default continues.

The Company reimbursed an amount of $55,980 on the promissory notes due to Rise Fast Limited.

NOTE 5 – INCOME TAXES

The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. The Company recorded no income tax expense for the three-month period ended December 31, 2015 because the Company estimates it will record no income tax expense for the fiscal year ended March 31, 2016. The Company recorded no income tax expense for the fiscal year ended March 31, 2015. The Company has a valuation allowance that fully offsets net deferred tax assets.

NOTE 6 – COMMON STOCK

On April 16, 2015, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended its Articles of Incorporation by increasing the Company's authorized number of shares of common stock from 75 million to 300 million and increasing all of its issued and outstanding shares of common stock at a ratio of fifteen (15) shares for every one (1) share held. All share amounts in these financial statements have been adjusted to reflect this stock split.

On June 12, 2015, Company issued 4,000,000 shares of common stock related to the acquisition of oil and gas property to (see Note 2 ) Zheng Xiangwu. Mr. Zheng is the owner of Rise Fast Limited, a Hong Kong corporation (“Rise Fast”), which is the majority shareholder of the Company. Rise Fast owns 91,000,000 shares of the Company’s common stock representing 68.94% of the Company’s issued and outstanding common stock.

On June 12, 2015, the Company accepted a Subscription Agreement for the sale of up to 2.55 million shares of its common stock from the Company’s majority shareholder, Rise Fast. No underwriters were utilized in connection with this sale of securities. The Subscription Agreement provides that the shares shall be sold as follows: (i) upon execution thereof, the purchaser irrevocably agrees to purchase 1million at $0.15 per share; (ii) within sixty (60) days of the date of the Subscription Agreement, the purchaser has the right to purchase an additional 750,000 shares at the price of $0.20 per share; and (iii) within one hundred twenty (120) days of the date of the Subscription Agreement, the purchaser has the right to purchase an additional 800,000 shares at the price of $0.20 per share. On July 23, 2015, the Company approved the issuance of 1,000,000 shares of common stock for cash proceeds of $150,000. The shares were issued subsequent to the period covered by this report.

Between July 6 and July 9, 2015 the Company issued a further 650,000 shares of common stock to Mr. Zheng Xiangwu related to the acquisition of certain lease land and ORR’s. (see Note 2 ).

On August 19, 2015 the Company issued a total of 500,000 shares to Hans Johnson, owner of Inceptus Resources LLC in respect of the acquisition of certain lease lands. (see Note 2 ).

On November 2, 2015, the Company issued 1,000,000 shares of common stock to Mr. Joe Seabourn as part of an employee compensation agreement.

As at December 31,2015 the Company had a total of 132,550,000 shares issued and outstanding.

NOTE 7 – LOANS PAYABLE – RELATED PARTY

On August 10, 2015 the Company received loan proceeds of $60,000 from the Company’s majority shareholder, Rise Fast which amount bears interest at a rate of 5% per annum and is due and payable on December 31, 2017.

On September 1, 2015 the Company received a further $50,000 in loan proceeds from Rise Fast which amount bears interest at 5% per annum and is due and payable on December 31, 2017.

As at September 30, 2015 the Company accrued interest expenses of $708 with respect to a total of $110,000 in principal outstanding.

NOTE 8 – RELATED PARTY DISCLOSURE

On April 3, 2015, the Company accepted the resignations of Dmitri Kapsumun as the sole officer of the Company and as a member of the Company's board of directors. Concurrently the Company appointed Mr. Huang Yu as sole officer and director.

On June 12, 2015 the Company appointed Joe Seabourn and Robert Wiener to the Company’s Board of Directors.

On June 12, 2015, the Company accepted a Subscription Agreement for the sale of up to 2.55 million shares of its common stock from the Company’s majority shareholder, Rise Fast, of which Rise Fast has purchased a total of 1,000,000 shares (see Note 6).

On June 24, 2015 the Company approved a consulting contract with Mr. Joe Seabourn, a member of the Company’s Board of Directors, for a monthly fee of $3,000, payable on the first of each month, commencing July 1, 2015. During the period ended September 30, 2015 Mr. Seabourn was paid $9,000 under the terms of the contract.

Between July 6 and July 9, 2015 the Company issued a further 650,000 shares of common stock to Mr. Zheng Xiangwu related to the acquisition of certain lease land and ORR’s. (see Note 2 ).

On August 19, 2015 the Company issued a total of 500,000 shares to Hans Johnson, owner of Inceptus Resources LLC in respect of the acquisition of certain lease lands. (see Note 2 ).

On September 26, 2015 Mr. Huang Yu, a member of the Company’s Board of Directors was appointed Chief Financial Officer.

Effective October 1, 2015 the Company entered into an amendment to the consulting agreement with Mr. Joe Seabourn, member of the Company’s Board of Directors. Under the terms of the Amendment, Mr. Seabourn shall cease charging a monthly fee for services and accepted 1,000,000 shares of the Company’s common stock as consideration for services between October 2015 and June 30, 2016.

NOTE 9 – OTHER EVENTS

The Company evaluated subsequent events and concluded that no other events have occurred that would require recognition or disclosure in the financial statements

NOTE 10 – SUBSEQUENT EVENTS

On January 20, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, PetroGas Company pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to “America Resources Exploration Inc.”

On January 20, 2016, PetroGas Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby decreasing all of its issued and outstanding shares of common stock at a ratio of one (1) share for every one hundred (100) shares held. The Company’s Board of Directors approved this amendment on January 13, 2016 and shareholders holding 68.65% of the Company’s issued and outstanding shares approved this amendment via a written consent executed on January 14, 2016.

On February 1, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned forward split and name change be affected in the market. The Company also requested that its ticker symbol be changed to “PTCO”. Such notification form is being reviewed by FINRA.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

America Resources Exploration Inc. was incorporated on January 24, 2014, under the laws of the State of Nevada to engage in any lawful corporate undertaking, with the specific intended business activity of operating photo booth rentals. The Company was incorporated under the name “Alazzio Entertainment Corp.” and changed its name to America Resources Exploration Inc. on April 17, 2015. On January 20, 2016, the Company changed its name to “PetroGas Company”

On May 27, 2015, Seabourn Oil Company, LLC, a Texas limited liability company (“SOC”) and a subsidiary of the Company, entered into an Asset Purchase Agreement with Joe Madison Seabourn, a resident of Abilene, Texas and a member of the Board of Directors of the Company (“Mr. Seabourn”) and Nelaco Operating Inc., a Texas corporation (“Nelaco”), whereby SOC agreed to purchase from Nelaco one hundred percent (100%) interest in certain oil and gas assets located in Callahan County, Texas in exchange for a six percent (6%) ownership interest in SOC, which reduces the Company’s ownership interest in SOC to ninety-four percent (94%). Mr. Seabourn is also the President and controlling shareholder of Nelaco.

The Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), dated June 10, 2015, with Zheng Xiangwu, a resident of Guang Dong Province, China, whereby the Company issued 4 million shares of its common stock in exchange for rights to certain oil and gas leases located in Frio and Atascosa Counties, Texas, consisting of a total of 714 total acres of land, two (2) working wells and a total of seven (7) wells (the “Leases”). The number of shares issued to Mr. Zheng was determined by valuing the oil and gas leases at $160,000 and valuing the Company’s stock at $0.04 per share.

Mr. Zheng is the owner of Rise Fast Limited, a Hong Kong corporation (“Rise Fast”), which is the majority shareholder of the Company. Rise Fast owned 90,000,000 shares of the Company’s common stock on the date of the Asset Purchase Agreement. As a result of this transaction, Mr. Zheng controlled a total of 94,000,000 shares, which represented 72.64% of the Company’s issued and outstanding shares at the time.

The transaction was completed on June 12, 2015 and accounted for a business combination as the Company is under control of Mr. Zheng.

The three (3) leases acquired by the Company are situated in Atascosa and Frio Counties, Texas, located in the Eagle Ford Shale formation - the Jane Burns “C” (“Burns”), the Theo Rogers “C”, and the Theo Rogers “A” & “D” (“Rogers”) Leases. The Company acquired a 99.5% working interest (74.625% net revenue interest) in each lease. We estimate the Burns and Rogers Leases contain 68,272 net barrels of proved oil reserves having a PV-10 value of approximately $1,007,000 as of April 1, 2015.

As a result of the acquisition of the assets described above, the Company’s operations moved into the oil and gas sector.

On July 6, July 8 and July 9, 2015, the Company entered into five (5) Asset Purchase Agreements with Mr. Zheng Xiangwu, an individual residing in China and the Company's largest shareholder, whereby the Company purchased from Mr. Zheng the rights to certain oil and gas assets located in Ellis and Harper Counties, Oklahoma; Hemphill County, Texas; Madison County, Texas; Shelby County, Texas and Emery County, Utah. During the quarter ended December 31, 2015, the Company issued to Mr. Zheng a total of 650,000 shares of common stock in consideration for these oil and gas assets. The Company is deemed to be the assignee of the oil and gas assets that are the subject of the five (5) Asset Purchase Agreements effective June 11, 2015.

During the period ended December 31, 2015, the Company completed various workovers and other improvements to certain of its existing wellbores, at a cost of $77,044. However, the Company has not been able to obtain any additional financing due to the deteriorating conditions in the oil market and as a result has had to suspend its rework program, pursuant to which it had hoped to be able to reactive its inactive wells.

For the quarter Ended December 31, 2015:

Results of Operations

For the three month periods ended December 31, 2015 and December 31, 2014, we had no revenue. Expenses for the three month period and nine month period ended December 31, 2015, were significantly greater than during the same periods from the prior year due to incurring lease operating expense and accretion expense of $4,060 during the three month period ended December 31, 2015 and $48,656 during the nine month period ended December 31, 2015, as a result of acquiring the leases that are described above. The lease operating expense is attributable to the interests in the Leases acquired, and the accretion expense is attributable to the Company’s asset retirement obligations for any wells permanently removed from service. Our general and administrative expenses also increased substantially due to the fact that since June 11, 2015, we started operating in the oil and gas business, whereas prior thereto we were a shell corporation with no actual business operations. Our general and administrative expenses for the three and nine month periods ended December 31, 2015, were $28,590 and $124,499, respectively, compared to $1,565 and $22,886 for the same periods from the prior year, respectively.

Capital Resources and Liquidity

Our capital resources and liquidity have undergone significant changes during the period ended December 31, 2015. As of such date, we had $7,041 in working capital, as compared to ($29) in working capital at March 31, 2015. The increase in our working capital is due to our largest shareholder providing the Company with a loan in the amount of $110,000 and purchasing 1 million shares of common stock at $0.15 per share, resulting in cash proceeds to the Company of $150,000. During the period ended December 31, 2015, we repaid $55,980 of the $110,000 loan.

Our Property and equipment has also increase from nil at March 31, 2015, to a total of $270,739 as at December 31, 2015. The increase in property and equipment is due to the acquisition of interests in the Leases and other oil and gas assets described above, which were acquired from the issuance of a total of 5,150,000 shares of our common stock and a six percent (6%) ownership interest in our subsidiary limited liability company, Seabourn Oil Company LLC.

Currently the Company does not have any arrangements or agreements with any party to raise such funds. The Company believes that it has sufficient cash and other assets to meet its operational and overhead requirements through March 31, 2016. Thereafter, the Company will have to raise funds through the sale of stock or debt financing . The Company expects that it will need to raise another $90,000 to meet its cash requirements in the next twelve (12) months.

Our total long-term liabilities has also increased to $63,095 as at December 31, 2015, compared to nil as at our fiscal year end March 31, 2015, due to the aforementioned note to our largest shareholder of $110,00 and asset retirement obligations of $9,075.

As a result of these asset acquisitions our total stockholders’ equity has increased from $(29) as at March 31. 2015, to $214,686 as at December 31. 2015.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

There are no material changes to the Risk Factors contained in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the year ended March 31, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuances pursuant to Regulation S

On June 10, 2015, the Company entered into an Asset Purchase Agreement (the “Share Exchange Agreement”) with Mr. Zheng Xiangwu, a resident of Guang Dong Province, China, whereby the Company issued 4 million shares of its common stock on June 12, 2015 in exchange for one hundred percent interest in certain oil and gas leases giving the holder the right to produce oil and gas from an aggregate of 714 acres located in Frio and Atascosa Counties, Texas. Mr. Zheng is the sole owner of Rise Fast Limited, a Hong Kong corporation, which is the majority shareholder of the Company and, prior to this transaction, owned a total of 90 million shares of the Company’s common stock. The number of shares issued to Mr. Zheng was determined by valuing the oil and gas leases at $160,000 and valuing the Company’s stock at $0.04 per share.

On June 12, 2015, the Company accepted from its largest shareholder a Subscription Agreement for the sale of up to 2.55 million shares of its common stock. No underwriters were utilized in connection with this sale of securities. The Subscription Agreement provides that the shares shall be sold as follows: (i) upon execution thereof, the purchaser irrevocably agreed to purchase 1million at $0.15 per share; (ii) within sixty (60) days of the date of the Subscription Agreement, the purchaser has the right to purchase an additional 750,000 shares at the price of $0.20 per share; and (iii) within one hundred twenty (120) days of the date of the Subscription Agreement, the purchaser has the right to purchase an additional 800,000 shares at the price of $0.20 per share. On June 19, 2015, the Company received payment of $150,000 for the first tranche described above.

On June 11, 2015 the Company entered into various assignment agreements for the acquisition of multiple oil and gas leases and ORR’s as set out in the table below. On July 6 and July 9, 2015, the Company entered into five (5) Asset Purchase Agreements and assignment agreements for the acquisition of multiple oil and gas leases and overriding royalty interests, pursuant to which the Company issued a total of 650,000 shares of its common stock to its largest shareholder. The Company valued the transaction at the market price of the shares as at the date of issue, or $0.15 per share for a total value of $97,500.

Each of the foregoing issuances of securities was exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is

available and that hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption there from and we are required to refuse to register any transfer that does not comply with such requirements.

Issuances pursuant to Regulation D

On August 13, 2015 the Company entered into an Asset Purchase Agreement with Inceptus Resources, LLC, pursuant to which the Company acquired a 78% net revenue interest in 200 acres located in Callahan County, Texas, and a 78% net revenue interest in 522 acres also located in Callahan County, Texas. In exchange for such leases, the Company issued 500,000 shares of common stock on August 19, 2015, which shares were valued at $448,500, which was the market price for the Company’s common stock on the date of the transaction.

The foregoing issuances of securities were exempt from registration pursuant to Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and Regulation D promulgated thereunder. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. The purchaser represented to the Company that they were purchasing the securities for their own account and not for the account of any other persons. The purchasers were provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.

No underwriters were utilized in connection with this sale of securities by SOC. The sale of the shares by SOC was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the quarter ended December 31, 2015.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits.

Certain of the following exhibits are incorporated by reference from prior filings. The form with which each exhibit was filed and the date of filing are as indicated below; the reports described below are filed as Commission File No. 333-196409 unless otherwise indicated.

3.1	Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed with the SEC on May 20, 2014, file number 333-196409.

3.2	Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on May 20, 2014, file number 333-196409.

31.1	Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)

101	The following financial information from our Quarterly Report on Form 10-Q for the period ended December 31, 2015, formatted in Extensible Business Reporting Language (XBRL).

(1) Filed herewith electronically.

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.

	PetroGas Company
	(Registrant)


Date: February 18, 2016	/s/ Huang Yu
	By: Huang Yu
	Title: President and Chief Financial Officer

Attached files

PetroGas Co Reports

Also read