ITEM 1. FINANCIAL STATEMENTS
BLACK ROCK PETROLEUM COMPANY
INDEX TO FINANCIAL STATEMENTS
Condensed Balance Sheets as of January 31, 2019 (unaudited) and April 30, 2018
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4
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Condensed Statements of Operations for the Three and Nine Months ended January 31, 2019 and 2018 (unaudited)
|
5
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Condensed Statements of Stockholders’ Deficit for the Nine Months ended January 31, 2019 and 2018 (unaudited)
|
6
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Condensed Statements of Cash Flows for the Nine Months ended January 31, 2019 and 2018 (unaudited)
|
7
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Notes to the Condensed Financial Statements (unaudited)
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8
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BLACK ROCK PETROLEUM COMPANY
CONDENSED BALANCE SHEETS
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January 31, 2019,
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|
|
|
April 30, 2018
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|
ASSETS
|
|
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(Unaudited)
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|
|
|
(Audited)
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|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1
|
|
|
$
|
1
|
|
Total Assets
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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|
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|
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Current Liabilities:
|
|
|
|
|
|
|
|
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Accounts payable
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|
$
|
27,118
|
|
|
$
|
25,686
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|
Due to related parties
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|
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62,100
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|
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|
62,100
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|
Total Current Liabilities
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|
|
89,218
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|
|
|
87,786
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|
Total Liabilities
|
|
|
89,218
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|
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|
87,786
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|
Stockholders' Deficit:
|
|
|
|
|
|
|
|
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Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding
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|
|
-
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|
|
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-
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Common Stock par value $0.001; 200,000,000 shares authorized, 120,850,000 shares issued and outstanding,
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|
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1,209
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|
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|
1,209
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|
Accumulated deficit
|
|
|
(90,426
|
)
|
|
|
(88,994
|
)
|
Total Stockholders' Deficit
|
|
|
(89,217
|
)
|
|
|
(87,785
|
)
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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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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2019
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2018
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2019
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2018
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(Restated)
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|
(Restated)
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Operating Expenses:
|
|
|
|
|
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|
|
|
|
|
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General and administrative
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|
$
|
-
|
|
$
|
60
|
|
$
|
-
|
|
$
|
705
|
Total operating expenses
|
|
|
-
|
|
|
60
|
|
|
-
|
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|
705
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|
|
|
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|
|
|
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|
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Loss from operations
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-
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(60)
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-
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(705)
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|
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Other Expense
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Interest expense
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(477)
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|
(637)
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|
(1,432)
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|
|
(1,910)
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Total other expense
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(477)
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|
|
(637)
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|
(1,432)
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|
(1,910)
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|
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|
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Net Loss
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|
$
|
(477)
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|
$
|
(697)
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|
$
|
(1,432)
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|
$
|
(2,615)
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|
|
|
|
|
|
|
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Loss per share, basic and diluted
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|
$
|
(0.00)
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|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
Weighted average shares outstanding, basic and diluted
|
|
|
120,850,000
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|
|
120,850,000
|
|
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120,850,000
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|
120,850,000
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2018
(Unaudited) / (Restated)
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Common Stock
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Accumulated Deficit
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Total
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Shares
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Amount
|
|
|
|
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Balance at April 30, 2017 (restated)
|
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120,850,000
|
|
|
$
|
1,209
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|
|
$
|
(86,314
|
)
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|
$
|
(85,105
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)
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|
|
|
|
|
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|
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Net loss (restated)
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|
|
-
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-
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|
(996
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)
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|
|
(996
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)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance at July 31, 2017 (restated)
|
|
|
120,850,000
|
|
|
|
1,209
|
|
|
|
(87,310
|
)
|
|
|
(86,101
|
)
|
|
|
|
|
|
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|
|
|
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|
|
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Net loss (restated)
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|
|
-
|
|
|
|
-
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(922
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)
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|
|
(922
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)
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|
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|
Balance at October 31, 2017 (restated)
|
|
|
120,850,000
|
|
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|
1,209
|
|
|
|
(88,232
|
)
|
|
|
(87,023
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)
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|
|
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|
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|
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|
|
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|
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Net loss (restated)
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|
|
-
|
|
|
|
-
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(697
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)
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|
(697
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)
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Balance at January 31, 2018 (restated)
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|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(88,929
|
)
|
|
$
|
(87,720
|
)
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|
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|
|
BLACK ROCK PETROLEUM COMPANY
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2019
(Unaudited)
|
|
|
Common Stock
|
|
Accumulated Deficit
|
|
Total
|
|
|
Shares
|
|
Amount
|
|
|
Balance at April 30, 2018
|
|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(88,994)
|
|
|
$
|
(87,785)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(477)
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|
|
|
(477)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 31, 2018
|
|
|
120,850,000
|
|
|
|
1,209
|
|
|
|
(89,471)
|
|
|
|
(88,262)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
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(478)
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(478)
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|
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Balance at October 31, 2018
|
|
|
120,850,000
|
|
|
|
1,209
|
|
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|
(89,949)
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|
|
|
(88,740)
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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Net loss
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|
|
-
|
|
|
|
-
|
|
|
|
(477)
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|
|
|
(477)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2019
|
|
|
120,850,000
|
|
|
$
|
1,209
|
|
|
$
|
(90,426)
|
|
|
$
|
(89,217)
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
For the Nine Months Ended January 31,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
(Restated)
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,432)
|
|
$
|
(2,615)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
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|
|
|
|
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Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
1,432
|
|
|
1,060
|
|
Net Cash Used in Operating Activities
|
|
|
-
|
|
|
(1,555)
|
|
|
|
|
|
|
|
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|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
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|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
Cash advance – related party
|
|
|
-
|
|
|
1,557
|
|
Net Cash Provided by Financing Activities
|
|
|
-
|
|
|
1,557
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
-
|
|
|
2
|
|
Cash at Beginning of Period
|
|
|
1
|
|
|
-
|
|
Cash at End of Period
|
|
$
|
1
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
BLACK ROCK PETROLEUM COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
January 31, 2019
(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 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, 2019. 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, 2018.
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.
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
condensed financial statements, the Company has an accumulated deficit of $90,426 at January 31, 2019, 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 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
Since the fiscal year ended April 30, 2016,
Zoltan Nagy, CEO and Director, has advanced the Company funds to pay for general operating expenses. As of January 31, 2019 and
April 30, 2018, $62,100 and $62,100, respectively, is due to Mr. Nagy. The amount due is unsecured, non-interest bearing and due
on demand.
NOTE 5 – RESTATEMENT
The January 31, 2018 Statement of Operations
was restated to remove amounts for rent expense that were accounted for in error and to correct accounts payable.
|
|
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, 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 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events
pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available
to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements
other than the following.
On April 2, 2020, the Company entered into
a Definitive Merger Agreement with Optimum Mining, Inc. (“Optimum”) Per the terms of the agreement Optimum would receive
99,500,000 of the 120,850,000 shares of common stock currently outstanding and an additional 51,350,000 newly issued common shares
over time as certain milestones are met. The closing date for the merger is to be on or before April 30, 2020.
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.
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
Results of Operations
We have not yet recognized any revenue as of
January 31, 2019.
For the three months
ended January 31, 2019 our net loss was $477 compared to $697 for the three months ended January 31, 2018. Our only expense in
the current period was for interest expense incurred on a past due payable.
For the nine months
ended January 31, 2019 our net loss was $1,432 compared to $2,615 for the nine months ended January 31, 2018. Our only expense
in the current period was for interest expense incurred on a past due payable.
Liquidity and Capital Resources
As of January 31, 2019, we have no available
cash, liabilities of $89,218 and an accumulated deficit of $90,426. During the nine months ended January 31, 2019 we used no cash
in operations. For the nine months ended January 31, 2018, we used $1,555 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.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”),
that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),
of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO
and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.
Changes in Internal Controls
There were no changes in our internal control
over financial reporting during the quarter ended January 31, 2019 that have affected, or are reasonably likely to affect, our
internal control over financial reporting.