U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2019

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number:  000-55281

 

BLACK ROCK PETROLEUM COMPANY 

(Exact name of registrant as specified in its charter)

 

Nevada
(State or Other Jurisdiction of Incorporation or Organization)
 

1361 Peltier Drive

Point Roberts, Washington 98281

(Address of Principal Executive Offices)
 

Registrant’s telephone number, including area code: (604) 783-9664

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.  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).  Yes  ☐   No  ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☐

Accelerated filer ☐

Smaller reporting company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of May 4, 2020, the issuer had 120,850,000 shares of its common stock issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I    
Item 1. Condensed Unaudited Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 7
Item 4. Controls and Procedures 7
PART II   8
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mining Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 8
  Signatures 9

 

i

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

BLACK ROCK PETROLEUM COMPANY

INDEX TO FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of July 31, 2019 (unaudited) and April 30, 2019 2
Condensed Statements of Operations for the Three Months ended July 31, 2019 and 2018 (unaudited) 3
Condensed Statements of Stockholders’ Deficit for the Three Months ended July 31, 2019 and 2018 (unaudited) 4
Condensed Statements of Cash Flows for the Three Months ended July 31, 2019 and 2018 (unaudited) 5
Notes to the Condensed Financial Statements (unaudited) 6

 

1

 

 

BLACK ROCK PETROLEUM COMPANY

CONDENSED BALANCE SHEETS

 

    July 31,
2019 		    April 30,
2019 		 
    (Unaudited)        
ASSETS            
Current Assets:            
Cash   $ 1     $ 6  
Total Current Assets     1       6  
Total Assets   $ 1     $ 6  
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current Liabilities:                
Accounts payable   $ 28,074     $ 27,596  
Due to a related party     62,505       62,510  
Total Current Liabilities     90,579       90,106  
Total Liabilities     90,579       90,106  
                 
Commitments and Contingencies     -       -  
                 
Stockholders’ Deficit:                
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding                
Common stock, $0.001 par value, 200,000,000 shares authorized; 120,850,000 shares issued and outstanding     1,209       1,209  
Accumulated deficit     (91,787 )     (91,309 )
Total stockholders’ deficit     (90,578 )     (90,100 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 1     $ 6  

 

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

 

2

 

 

BLACK ROCK PETROLEUM COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months Ended July 31,  
    2019     2018  
Operating Expenses:            
General and administrative   $ -     $ -  
Total operating expenses     -       -  
                 
Loss from operations     -       -  
                 
Other Expense                
Interest expense     (478 )     (477 )
Total other expense     (478 )     (477 )
                 
Net Loss   $ (478 )   $ (477 )
                 
Loss per share, basic and diluted   $ (0.00 )   $ (0.00 )
Weighted average shares outstanding, basic and diluted     120,850,000       120,850,000  

 

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

 

3

 

 

BLACK ROCK PETROLEUM COMPANY

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2018

(Unaudited)

 

    Common Stock     Accumulated        
    Shares     Amount     Deficit     Total  
Balance at April 30, 2018     120,850,000     $ 1,209     $ (88,994 )   $ (87,785 )
                                 
Net loss     -       -       (477 )     (477 )
                                 
Balance at July 31, 2018     120,850,000     $ 1,209     $ (89,471 )   $ (88,262 )

 

BLACK ROCK PETROLEUM COMPANY

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2019

(Unaudited)

 

    Common Stock     Accumulated        
    Shares     Amount     Deficit     Total  
Balance at April 30, 2019     120,850,000     $ 1,209     $ (91,309 )   $ (90,100 )
                                 
Net loss     -       -       (478 )     (478 )
                                 
Balance at July 31, 2019     120,850,000     $ 1,209     $ (91,787 )   $ (90,578 )

 

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

 

4

 

 

BLACK ROCK PETROLEUM COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Three Months Ended July 31,  
    2019     2018  
             
CASH FLOW FROM OPERATING ACTIVITIES:                
Net loss   $ (478 )   $ (477 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Changes in Operating Assets and Liabilities:                
Accounts payable     478       477  
Net Cash Used in Operating Activities     -       -  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:     -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:     -       -  
                 
Net Change in Cash     -       -  
Cash at Beginning of Period     1       1  
Cash at End of Period   $ 1     $ 1  
                 
Cash paid during the period for:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  

 

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

 

5

 

 

BLACK ROCK PETROLEUM COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

July 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, 2020. 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, 2019.

 

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 $91,787 at July 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 July 31, 2019 and April 30, 2019, $62,505 and $62,510, respectively, is due to Mr. Nagy. The amount due is unsecured, non-interest bearing and due on demand.

 

NOTE 5 – 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”). Under the terms of the agreement, Black Rock proposes to acquire all of the 100,000,000 Issued and Outstanding Securities of Optimum in consideration for 99,500,000 of the total 120,850,000 Black Rock Common Shares issued and outstanding. Black Rock has agreed to appoint Mr. Walter J. Weekes, Sr. to the Board of Directors, President and Chief Financial Officer. The Board of Black Rock appointed Kimberly S. Halvorson as Secretary of the Company. The Company plans to complete all the SEC required Filings with FINRA, OTC Markets and the State of Nevada regarding the proposed Corporate Actions.

 

6

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Plan of Operation

 

We are a start-up, oil and gas exploration stage corporation and distributor of oil field equipment.  We have not yet generated or realized any revenues from our business operations.  We do not own any interest in any oil and gas leases or properties.  An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage.

 

We will begin limited operations by drop shipping oil and gas equipment to purchasers.  We will find and locate the desired equipment and require our customer to pay us the full purchase price.  We will then pay the manufacturer or wholesale therefore and cause the equipment to be delivered to our customer.  

 

Results of Operations

 

We have not yet recognized any revenue as of July 31, 2019.

 

For the three months ended July 31, 2019 our net loss was $478 compared to $477 for the three months ended July 31, 2018. Our only expense in both periods was for interest expense on a past due payable.

 

Liquidity and Capital Resources

 

As of July 31, 2019, we have no available cash, liabilities of $90,579 and an accumulated deficit of $91,787. During the three months ended July 31, 2019 we used no cash in operations.

 

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

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 July 31, 2019 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

 

7

 

  

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

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

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

        Incorporated by
reference 		  Filed
Exhibit   Document Description   Form   Date   Number  

herewith

                     
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               X
                     
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.               X

 

8

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

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

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Signature   Title   Date
         
/s/ Zoltan Nagy   President, Principal Executive Officer,   May 5, 2020
Zoltan Nagy   Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors    

 

 

9

 

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