ITEM 1. FINANCIAL STATEMENTS
BLACK ROCK PETROLEUM COMPANY
INDEX TO FINANCIAL STATEMENTS
Condensed Balance Sheets as of January 31, 2018 (unaudited) (restated) and April 30, 2017 (restated)
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4
|
Condensed Statements of Operations for the Three and Nine Months ended January 31, 2018 and 2017 (unaudited) (restated)
|
5
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Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Nine months ended January 31, 2018 and 2017 (Restated)
|
6
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Condensed Statements of Cash Flows for the Nine Months ended January 31, 2018 and 2017 (unaudited) (restated)
|
7
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Notes to the Condensed Restated Financial Statements (unaudited)
|
8
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BLACK ROCK PETROLEUM COMPANY
CONDENSED BALANCE SHEETS
(Restated)
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|
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|
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January 31, 2018
|
|
|
|
April 30, 2017
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|
ASSETS
|
|
|
(Unaudited)
|
|
|
|
(Audited)
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|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
2
|
|
|
$
|
-
|
|
Total Assets
|
|
$
|
2
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
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|
|
|
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|
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Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
25,681
|
|
|
$
|
24,621
|
|
Due to related parties
|
|
|
62,041
|
|
|
|
60,484
|
|
Total Current Liabilities
|
|
|
87,722
|
|
|
|
85,105
|
|
Total Liabilities
|
|
|
87,722
|
|
|
|
85,105
|
|
Stockholders' Deficit:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common Stock par value $0.001; 200,000,000 shares authorized, 120,850,000 shares issued and outstanding,
|
|
|
1,209
|
|
|
|
1,209
|
|
Accumulated deficit
|
|
|
(88,929
|
)
|
|
|
(86,314
|
)
|
Total Stockholders' Deficit
|
|
|
(87,720
|
)
|
|
|
(85,105
|
)
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
2
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these unaudited restated condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited) / (Restated)
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For the Three Months Ended
January 31,
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For the Nine Months Ended
January 31,
|
|
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2018
|
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2017
|
|
2018
|
|
2017
|
Revenue
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
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|
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General and administrative
|
|
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60
|
|
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9,280
|
|
|
705
|
|
|
11,320
|
Total operating expenses
|
|
|
60
|
|
|
9,280
|
|
|
705
|
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|
11,320
|
|
|
|
|
|
|
|
|
|
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Loss from operations
|
|
|
(60)
|
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|
(9,280)
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(705)
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|
|
(11,320)
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|
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|
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Other Expense
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|
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|
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Interest expense
|
|
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(637)
|
|
|
-
|
|
|
(1,910)
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|
|
-
|
Total other expense
|
|
|
(637)
|
|
|
-
|
|
|
(1,910)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(697)
|
|
$
|
(9,280)
|
|
$
|
(2,615)
|
|
$
|
(11,320)
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|
|
|
|
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|
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|
|
|
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Loss per share, basic and diluted
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
Weighted average 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 restated condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2017
(Unaudited) / (Restated)
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Common Stock
|
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Accumulated Deficit
|
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Total
|
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Shares
|
|
Amount
|
|
|
|
|
Balance at April 30, 2016 (restated)
|
|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(72,531
|
)
|
|
$
|
(71,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,000
|
)
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance at July 31, 2016 (restated)
|
|
|
120,850,000
|
|
|
|
1,209
|
|
|
|
(74,531
|
)
|
|
|
(73,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss (restated)
|
|
|
-
|
|
|
|
-
|
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(40)
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|
(40)
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|
|
|
|
|
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|
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|
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Balance at October 31, 2016 (restated)
|
|
|
120,850,000
|
|
|
|
1,209
|
|
|
|
(74,571
|
)
|
|
|
(73,362
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss (restated)
|
|
|
-
|
|
|
|
-
|
|
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|
(9,280)
|
|
|
|
(9,280)
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|
|
|
|
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|
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Balance at January 31, 2017 (restated)
|
|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(83,851)
|
|
|
$
|
(82,642)
|
|
BLACK ROCK PETROLEUM COMPANY
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2018
(Unaudited) / (Restated)
|
|
|
Common Stock
|
|
Accumulated Deficit
|
|
Total
|
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance at April 30, 2017 (restated)
|
|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(86,314
|
)
|
|
$
|
(85,105
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
(996
|
)
|
|
|
(996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 31, 2017 (restated)
|
|
|
120,850,000
|
|
|
|
1,209
|
|
|
|
(87,310
|
)
|
|
|
(86,101
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
(922)
|
|
|
|
(922)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Balance at October 31, 2017 (restated)
|
|
|
120,850,000
|
|
|
|
1,209
|
|
|
|
(88,232
|
)
|
|
|
(87,023
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
(697)
|
|
|
|
(697)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2018 (restated)
|
|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(88,929)
|
|
|
$
|
(87,720)
|
|
The accompanying notes are an integral part
of these unaudited restated condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited) / (Restated)
|
|
|
|
For the Nine Months Ended January 31,
|
|
|
2018
|
|
2017
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,615)
|
|
$
|
(11,320)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
1,060
|
|
|
6,080
|
|
Net Cash Used in Operating Activities
|
|
|
(1,555)
|
|
|
(5,240)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
Cash advance – related party
|
|
|
1,557
|
|
|
5,240
|
|
Net Cash Provided by Financing Activities
|
|
|
1,557
|
|
|
5,240
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
2
|
|
|
-
|
|
Cash at Beginning of Period
|
|
|
-
|
|
|
2
|
|
Cash at End of Period
|
|
$
|
2
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these unaudited restated condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
NOTES TO CONDENSED RESTATED FINANCIAL STATEMENTS
January 31, 2018
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Black Rock Petroleum Company, (“Black
Rock” or “The Company”) located at 1361 Peltier Drive, Point Roberts WA, 98281, was formed on April 24, 2013
under the laws of the State of Nevada. We have not commenced our planned principal operations. The Company’s fiscal
year end is April 30.
We have not generated any operating revenues to date.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The Company’s unaudited restated condensed
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only
normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the results of operations
for the periods shown and are not necessarily indicative of the results to be expected for the full year ending April 30, 2018.
These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included
in the Company’s Annual Report on Form 10-K for the year ended April 30, 2017.
Use of estimates
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior period financial
information to conform to the presentation used in the unaudited restated condensed financial statements for the three and nine
months ended January 31, 2018.
Recently issued accounting pronouncements
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might
have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
As reflected in the accompanying unaudited
restated condensed financial statements, the Company has an accumulated deficit of $88,929 at January 31, 2018, has no current
operations and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going
concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These restated
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts
or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the year ended April 30, 2016, Zoltan
Nagy, CEO and Director, advanced $50,360 to the Company to pay for general operating expenses. As of January 31, 2018, and April
30, 2017, $62,041 and $60,484 is due to Mr. Nagy, respectively. The amount due is unsecured, non-interest bearing and due on demand.
BLACK ROCK PETROLEUM COMPANY
NOTES TO CONDENSED RESTATED FINANCIAL STATEMENTS
January 31, 2018
(Unaudited)
NOTE 6 – RESTATEMENTS
The January 31, 2018 and 2017 Statements of
Operations and the January 31, 2018 and April 30, 2017 balance sheets are being restated to remove amounts for rent expense that
were accounted for in error and to correct accounts payable.
The following tables summarize
changes made to the January 31, 2018 and April 30, 2017 balance sheets.
|
|
January 31, 2018
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Total assets
|
|
$
|
1,002
|
|
|
$
|
(1,000)
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
61,280
|
|
|
$
|
(35,599
|
)
|
|
$
|
25,681
|
|
Due to related parties
|
|
|
50,360
|
|
|
|
11,681
|
|
|
|
62,041
|
|
Total liabilities
|
|
|
111,640
|
|
|
|
(23,918
|
)
|
|
|
87,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common stock
|
|
|
1,209
|
|
|
|
-
|
|
|
|
1,209
|
|
Accumulated deficit
|
|
|
(111,847
|
)
|
|
|
22,918
|
|
|
|
(88,929
|
)
|
Total stockholders’ deficit
|
|
|
(110,638
|
)
|
|
|
22,918
|
|
|
|
(87,720
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
1,002
|
|
|
$
|
(1,000)
|
|
|
$
|
2
|
|
|
|
April 30, 2017
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Cash
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
-
|
|
Total assets
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
18,673
|
|
|
$
|
5,948
|
|
|
$
|
24,621
|
|
Due to shareholder
|
|
|
86,360
|
|
|
|
(25,876
|
)
|
|
|
60,484
|
|
Total liabilities
|
|
|
105,033
|
|
|
|
(19,928
|
)
|
|
|
85,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common stock
|
|
|
1,209
|
|
|
|
-
|
|
|
|
1,209
|
|
Accumulated deficit
|
|
|
(106,240
|
)
|
|
|
19,926
|
|
|
|
(86,314
|
)
|
Total Stockholders’ Deficit
|
|
|
(105,031
|
)
|
|
|
19,926
|
|
|
|
(85,105
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLACK ROCK PETROLEUM COMPANY
NOTES TO CONDENSED RESTATED FINANCIAL STATEMENTS
January 31, 2018
(Unaudited)
The following tables summarize
changes made to the three and nine months ended January 31, 2018 and 2017 Statements of Operations.
|
For the three months ended January 31, 2017
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Professional fees
|
$
|
2,857
|
$
|
(2,857)
|
$
|
-
|
General and administrative
|
|
3,000
|
|
6,280
|
|
9,280
|
Stock management fees
|
|
750
|
|
(750)
|
|
-
|
Net Loss
|
$
|
(6,607)
|
$
|
(2,673)
|
$
|
(9,280)
|
|
For the three months ended January 31, 2018
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Professional fees
|
$
|
2,857
|
$
|
(2,857)
|
$
|
-
|
General and administrative
|
|
12,000
|
|
(11,940)
|
|
60
|
Stock management fees
|
|
2,750
|
|
(2,750)
|
|
-
|
Interest expense
|
|
-
|
|
637
|
|
637
|
Net Loss
|
$
|
(17,607)
|
$
|
16,910
|
$
|
(697)
|
|
For the nine months ended January 31, 2017
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Professional fees
|
$
|
5,714
|
$
|
(5,714)
|
$
|
|
General and administrative
|
|
6,000
|
|
5,320
|
|
11,320
|
Stock management fees
|
|
1,500
|
|
(1,500)
|
|
-
|
Net Loss
|
$
|
(13,214)
|
$
|
1,894
|
$
|
(11,320)
|
|
For the nine months ended January 31, 2018
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Professional fees
|
$
|
2,857
|
$
|
(2,857)
|
$
|
-
|
General and administrative
|
|
12,000
|
|
(11,295)
|
|
705
|
Stock management fees
|
|
2,750
|
|
(2,750)
|
|
-
|
Interest expense
|
|
-
|
|
1,910
|
|
1,910
|
Net Loss
|
$
|
(17,607)
|
$
|
14,992
|
$
|
(2,615)
|
NOTE 7 – SUBSEQUENT EVENTS
Management has evaluated subsequent events
pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the restated financial statements were
available to be issued and has determined that there are no material subsequent events that require disclosure in these restated
financial statements.
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.
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
We have not yet recognized any revenue as of
January 31, 2018.
For the three months ended January 31, 2018
our net loss was $697 compared to $9,280 for the three months ended January 31, 2017. Our only expense in the current period was
$60 for filing fees and $637 of interest expense.
For the nine months ended January 31, 2018
our net loss was $2,615 compared to $11,320 for the nine months ended January 31, 2017. Our only expense in the current period
was $705 for filing fees and $1,910 of interest expense.
Liquidity and Capital Resources
As of January 31, 2018, we have no available
cash, liabilities of $87,722 and an accumulated deficit of $88,929. During the nine months ended January 31, 2018 we used $1,555
of cash, which were advances to us by our CEO. For the nine months ended January 31, 2017, we used $5,240 of cash for operating
activities.
Our sole officer and 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 it, 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.