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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, 2023
☐
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)
Black
Rock Petroleum Co 46-2675498
| Nevada |
| (State
or Other Jurisdiction of Incorporation or Organization) |
| |
| #108 2559 Parkview lane Port Coquitlam BC Canada V3c6m1 |
| (Address
of Principal Executive Offices) |
| |
Registrant’s telephone
number, including area code: (778) 814-7729
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 |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated filer |
☑ |
Smaller
reporting company |
☑ |
| Emerging
growth 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 April 20, 2026, the
issuer had 200,000,000 shares of its common stock issued and outstanding.
BLACK ROCK PETROLEUM COMPANY
FOR THE PERIODS ENDED JULY
31, 2023 AND 2022
INDEX TO FINANCIAL STATEMENTS
| |
|
| Balance sheets as of July 31, 2023 and April 30, 2023 |
1 |
| |
|
| Statements of Operations for the periods ended July 31, 2023 and 2022 |
2 |
| |
|
| Statements of Stockholders’ Deficit for the periods ended July 31, 2023 and 2022 |
3 |
| |
|
| Statements of Cash Flows for the periods ended Jully 31, 2023 and 2022 |
4 |
| |
|
| Notes to Financial Statements |
5-9 |
| |
|
| Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations |
10 |
| |
|
| Item 3 – Quantitative and Qualitative Disclosures about Market Risk |
11 |
| |
|
| Item 4 – Controls and Procedures |
11 |
| |
|
| Part II – Other Information |
12 |
| |
|
| Item 1 – Legal Proceedings |
12 |
| |
|
| Item 1A – Risk Factors |
12 |
| |
|
| Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds |
12 |
| |
|
| Item 3 – Defaults Upon Senior Securities |
12 |
| |
|
| Item 4 – Mine Safety Disclosures |
12 |
| |
|
| Item 5 – Other Information |
12 |
| |
|
| Item 6 – Exhibits and Reports |
13 |
| |
|
| Signatures and Certifications |
14 |
BLACK ROCK PETROLEUM COMPANY
UNAUDITED BALANCE SHEETS
AS OF JULY 31, 2023
AND APRIL 30, 2023
| | |
| | | |
| | |
| | |
July 31, 2023 | | |
April 30, 2023
(audited) | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Bank | |
$ | 0 | | |
$ | 0 | |
| Total Current Assets | |
| 0 | | |
| 0 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 0 | | |
$ | 0 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’
DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 13,363 | | |
$ | 13,863 | |
| Loan payable | |
| 32,125 | | |
| 32,125 | |
| Due to related party | |
| 109,475 | | |
| 107,975 | |
| Total Current Liabilities | |
| 154,963 | | |
| 153,963 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 154,963 | | |
| 153,963 | |
| | |
| | | |
| | |
| Stockholders’ Equity (Deficit) | |
| | | |
| | |
| Preferred Stock, $.00001 par value, 100,000,000
shares authorized, 100,000,000 and 50,000,000 shares issued and outstanding | |
| 1,001 | | |
| 1,001 | |
| Common Stock, $.00001 par value , 200,000,000
shares authorized, 200,000,000 and 160,850,000 shares issued and outstanding, respectively | |
| 2,000 | | |
| 2,000 | |
| Stock subscription | |
| (891 | ) | |
| (891 | ) |
| Accumulated deficit | |
| (157,073 | ) | |
| (156,073 | ) |
| Total Stockholders’ Equity
(Deficit) | |
| (154,963 | ) | |
| (153,963 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’
DEFICIT | |
$ | 0 | | |
$ | 0 | |
See accompanying notes to
financial statements.
BLACK ROCK PETROLEUM
COMPANY
UNAUDITED STATEMENTS
OF OPERATIONS
FOR THE THREE MONTHS
ENDED JULY 31, 2023 AND 2022
| | |
| | | |
| | |
| | |
Three months ended July
31, 2023 | | |
Three months ended July
31, 2022 | |
| | |
| | |
| |
| REVENUES | |
$ | — | | |
$ | — | |
| | |
| | | |
| | |
| OPERATING EXPENSES | |
| | | |
| | |
| General and administrative
expenses | |
| 1,000 | | |
| 1,139 | |
| TOTAL OPERATING EXPENSES | |
| 1,000 | | |
| 1,139 | |
| | |
| | | |
| | |
| LOSS FROM OPERATIONS | |
| (1,000 | ) | |
| (1,139 | ) |
| | |
| | | |
| | |
| OTHER INCOME (EXPENSE) | |
| | | |
| | |
| TOTAL OTHER INCOME (EXPENSE) | |
| — | | |
| — | |
| | |
| | | |
| | |
| PROVISION FOR INCOME TAXES | |
| — | | |
| — | |
| | |
| | | |
| | |
| NET LOSS | |
$ | (1,000 | ) | |
$ | (1,139 | ) |
| | |
| | | |
| | |
| NET LOSS PER SHARE: BASIC
AND DILUTED | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | |
| 200,000,000 | | |
| 169,786,413 | |
See accompanying notes
to financial statements.
BLACK ROCK PETROLEUM
COMPANY
UNAUDITED STATEMENT
OF STOCKHOLDERS’ DEFICIT
FOR THE PERIODS ENDED
JULY 31, 2023 AND 2022
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Preferred
stock | | |
| | |
Common stock | | |
Additional
paid in capital | | |
Stock
subscriptions | | |
Deficit | | |
| |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
| | |
| | |
| | |
Total | |
| Balance, April 30, 2022 | |
| 50,000,000 | | |
$ | 501 | | |
| 160,850,000 | | |
$ | 1,609 | | |
| - | | |
| (500 | ) | |
$ | (135,159 | ) | |
$ | (133,549 | ) |
| Stock subscription
for shares (Note 7) | |
| 50,000,000 | | |
| 500 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 500 | |
| Balance April 30, 2022 as adjusted | |
| 100,000,000 | | |
| 1,001 | | |
| 160,850,000 | | |
| 1,609 | | |
| 0 | | |
| (500 | ) | |
| (135,159 | ) | |
| (133,049 | ) |
| Stock subscription of shares | |
| | | |
| | | |
| 39,150,000 | | |
| 391 | | |
| | | |
| (391 | ) | |
| | | |
| | |
| Net loss for the period ended
July 31, 2022 | |
| | | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| (1,139 | ) | |
| (1,139 | ) |
| Balance, July 31, 2022 | |
| 100,000,000 | | |
$ | 1,001 | | |
| 200,000,000 | | |
$ | 2,000 | | |
$ | 0 | | |
| (891 | ) | |
$ | (136,298 | ) | |
$ | (134,188 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, April 30, 2023 | |
| 100,000,000 | | |
$ | 1,001 | | |
| 200,000,000 | | |
$ | 2,000 | | |
| - | | |
| (891 | ) | |
$ | (156,073 | ) | |
$ | (153,963 | ) |
| Net loss for the period ended
July 31, 2023 | |
| | | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| (1,000 | ) | |
| (1,000 | ) |
| Balance, July 31, 2023 | |
| 100,000,000 | | |
$ | 1,001 | | |
| 200,000,000 | | |
$ | 2,000 | | |
| - | | |
$ | (891 | ) | |
$ | (157,073 | ) | |
$ | (154,963 | ) |
BLACK ROCK PETROLEUM
COMPANY
UNAUDITED STATEMENTS
OF CASH FLOWS
FOR THE THREE MONTHS
ENDED JULY 31, 2023 AND 2022
| | |
| | | |
| | |
| | |
Three
months ended July 31, 2023 | | |
Three
months ended July 31, 2022 | |
| CASH FLOWS
FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net
loss for the period | |
$ | (1,000 | ) | |
$ | (1,139 | ) |
| Adjustments
to reconcile net loss to net cash | |
| | | |
| | |
| | |
| | | |
| | |
| Increase
(decrease) in accounts payable | |
| (500 | ) | |
| 114 | |
| Net
Cash Used ini Operating Activities | |
| (1,500 | ) | |
| (1,025 | ) |
| | |
| | | |
| | |
| CASH
FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
| Net
Cash Used in Investing Activities | |
| 0 | | |
| 0 | |
| | |
| | | |
| | |
| CASH FLOWS
FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Advances
from related parties | |
| 1,500 | | |
| 1,025 | |
| Net Cash Provided
by Financing Activities | |
| 1,500 | | |
| 1,025 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Net Increase (Decrease)
in Cash and Cash Equivalents | |
| (0 | ) | |
| (0 | ) |
| | |
| | | |
| | |
| Cash
and cash equivalents, beginning of period | |
| 0 | | |
| 0 | |
| Cash
and cash equivalents, end of period | |
$ | 0 | | |
$ | 0 | |
See accompanying notes
to financial statements.
BLACK ROCK PETROLEUM
COMPANY
NOTES TO THE UNAUDITED
FINANCIAL STATEMENTS
JULY
31, 2023
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 operations. The Company’s fiscal
year end is April 30.
We are a start-up, oil
and gas exploration stage corporation and distributor of oil field equipment. 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 have not yet generated or realized
any revenues from our business operations
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company’s financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”).
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 could differ from those estimates.
Accounts payable
Accounts payable represent
amounts owed by the Company to suppliers for services received during the ordinary course of business. These liabilities are recognized
when the obligation is incurred and are expected to be settled within the next fiscal year. Accounts payable are generally settled in
accordance with agreed-upon payment terms, which are typically within 90 days The Company does not expect any significant changes in
the timing of these payments and classifies these liabilities as current in the balance sheet.
Loans
Loans are recognized initially
at the amount of proceeds received, net of transaction costs, and are subsequently measured at amortized cost using the effective interest
method. The Company’s loans are typically classified as current or non-current based on the contractual maturity dates. Interest
expense on loans is accrued and recognized in the period in which it is incurred. The Company periodically reviews its loan agreements
for any modifications or potential impairments. Loans that are due within one year from the balance sheet date are classified as current
liabilities.
BLACK ROCK PETROLEUM
COMPANY
NOTES TO THE UNAUDITED
FINANCIAL STATEMENTS
JULY
31, 2023
Income Taxes
The Company follow ASC
740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the
differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal
year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the
period that includes the enactment date.
On December 22, 2017,
the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other
things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets
and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the
change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31,2017, using the
new corporate tax rate of 21 percent. See Note 5.
The Company adopted ASC
740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25,
we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial
statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes,
and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized
income tax benefits according to the provisions of ASC 740-10-25.
Net income (loss) per common share
Net income (loss) per
common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the
period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of
shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common
shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period
presented. There were no potentially dilutive shares for the periods ended July 31, 2023 and 2022.
BLACK ROCK PETROLEUM
COMPANY
NOTES TO THE UNAUDITED
FINANCIAL STATEMENTS
JULY
31, 2023
Recently issued accounting pronouncements
ASU 2023-09 — Income
Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The
ASU requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollar amounts and percentages,
with specific categories and further disaggregation of those categories based on a quantitative threshold equal to 5% or more of the
amount determined by multiplying pre-tax income (loss) by the applicable statutory rate. The ASU also requires disclosure of income taxes
paid disaggregated by federal, state, and foreign jurisdictions. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective
basis. The adoption had a financial statement disclosure impact only and did not have a material impact on the Company’s consolidated
financial statements.
Recently Issued Standards
Not Yet Adopted
ASU 2024-03 — Disaggregation
of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income
— Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires public
business entities to disclose specified information about certain costs and expenses included in expense line items presented on the
face of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods
beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its
consolidated financial statements and related disclosures.
ASU 2025-05 — Measurement
of Credit Losses for Accounts Receivable and Contract Assets: In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit
Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient
permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable
and current contract assets when estimating expected credit losses. The guidance is effective for annual and interim reporting periods
beginning after December 15, 2025, with early adoption permitted. The Company does not expect ASU 2025-05 to have a material impact on
its consolidated financial statements.
ASU 2025-06 — Targeted
Improvements to the Accounting for Internal-Use Software: In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill
and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The
ASU requires entities to begin capitalizing software development costs when management has authorized and committed to funding the project
and it is probable the project will be completed and the software will be used to perform its intended function. The amendments are effective
for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the
impact of ASU 2025-06 and will assess the impact upon adoption.
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.
BLACK ROCK PETROLEUM
COMPANY
NOTES TO THE UNAUDITED
FINANCIAL STATEMENTS
JULY
31, 2023
NOTE 3 – GOING CONCERN
As reflected in the accompanying
financial statements, the Company has an accumulated deficit of $157,073 at July 31, 2023, 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. The Company is currently seeking an acquisition opportunity with a company
in the mining sector.
NOTE 4 - RELATED PARTY TRANSACTIONS
Since the fiscal year
ended April 30, 2016, Zoltan Nagy, CEO and Director and a shareholder, have advanced the Company funds to pay for general operating expenses.
As of July 31, 2023 and April 30, 202 3, $109,475 and $107,975, respectively, is due to Mr. Nagy and the shareholder. The amount
due is unsecured, non-interest bearing and due on demand.
NOTE 5 – LOAN
PAYABLE
During the year ended
April 30, 2021, Walter Weeks advanced the Company $32,125. The loan is unsecured, non-interest bearing and due on demand.
NOTE 6 – SHARE
CAPITAL
In July 2022, the Company issued 39,150,000
shares of common stock of the company for shares subscriptions receivable of $ 391 .
NOTE 7- CORRECTION OF ERROR
In preparing the financial statements for
the year ended April 30, 2023, it was noted that there was an error in the reporting of an issuance of preferred shares of the company.
As such the balance of preferred shares outstanding was increased by 50,000,000 , preferred shares on the balance sheet was increased
by $ 500 and due to related party was decreased by $ 500 for the period ended April 30, 2022. There was no change on the statement of
operations as a result of this change.
BLACK ROCK PETROLEUM
COMPANY
NOTES TO THE UNAUDITED
FINANCIAL STATEMENTS
JULY
31, 2023
NOTE 8 – 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 statement
were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial
statements except as noted below.
On November 20, 2024,
50,000,000 shares of preferred stock of the Company were cancelled.
On March 7, 2024
35,500,500 shares of common stock of the Company were cancelled with an additional 7,670,000 shares of common stock of the Company cancelled
on March 27, 2025
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. 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 have not yet generated or realized any
revenues from our business operations.
Results of Operations
We have not yet recognized
any revenue as of July 31, 2023
For
the three months ended July 31, 2023 our net loss was $1,000 compared to $1,139 for the three months ended July 31, 2022. During the
current period we incurred $1,000 for transfer agent fees . In the prior period we incurred $1,139 for audit and accounting expense
and $0 of interest expense.
Liquidity and Capital
Resources
As of July 31, 2023, we have
no available cash, liabilities of $154,963 and an accumulated deficit of $157,073. During the three months ended July 31, 2023 we used
$1,500 of cash in operations and received $1,500 from our CEO to pay for operating expenses.
As reflected in the accompanying
financial statements, the Company has an accumulated deficit of $157,073 at July 31, 2023, 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. The Company is currently seeking an acquisition opportunity with a company
in the mining sector.
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, 2023 that have affected, or are reasonably likely to affect,
our internal control over financial reporting.
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
| Exhibit
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Document
Description |
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| 31 |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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| 32 |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS |
Inline
XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within
the Inline XBRL document |
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| 101.SCH |
Inline XBRL Taxonomy
Extension Schema |
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| 101.CAL |
Inline XBRL Taxonomy
Extension Calculation Linkbase |
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| 101.DEF |
Inline XBRL Taxonomy
Extension Definition Linkbase |
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| 101.LAB |
Inline XBRL Taxonomy
Extension Label Linkbase |
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| 101.PRE |
Inline XBRL Taxonomy
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| 104 |
Cover page formatted
as Inline XBRL and contained in Exhibit 101 |
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.
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BLACK
ROCK PETROLEUM COMPANY |
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BY: |
/s/
Zoltan Nagy |
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Zoltan Nagy |
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President, Principal
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
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Title
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Date
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| /s/
Zoltan Nagy |
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President, Principal
Executive Officer, |
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April
20, 2026 |
| Zoltan Nagy |
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Principal Financial
Officer,
Principal Accounting Officer,
Secretary/Treasurer and
sole member of the Board of Directors |
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