ITEM
1. BUSINESS.
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements.” These forward-looking statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are
subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have
a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.
These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not
be placed on such statements.
Sale
of Oil and Gas Equipment
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.
Company’s
Office
Our
executive office is located at 1361 Peltier Drive, Point Roberts, Washington 98281. Our telephone number is (604783-9664
and our registered agent for service of process is the National Registered Agents Inc. of NV, located at 1000 East William Street,
Suite 204, Carson City, Nevada 89701. Our fiscal year end is April 30.
Employees
We
are a start-up stage company and currently have no employees other than our sole officer and director. We have no employment
agreements with our sole officer and director. Our officer and sole director has decided that he will only devote 10%
of his time or four hours per week to our operations and as a result our operations may be sporadic and occur at times which are
convenient to him. Since he has no experience in oil and gas operations, he intends to hire at least one person who
has experience in operating oil and gas leases. The additional employee will not be hired until such time as we are
ready to acquire an oil and gas lease. He will hire an additional person until we raise additional capital to support the
employment of such individual.
ITEM
1A.
ITEM
1A. RISK FACTORS.
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
1B.
ITEM
1B. UNRESOLVED STAFF COMMENTS.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
2.
ITEM
2. PROPERTIES.
None.
ITEM
3.
ITEM
3. 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
4.
ITEM
4. MINE SAFETY DISCLOSURE.
Not
applicable.
PART
II
ITEM
5.
ITEM
5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
There
is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible
into, our common stock.
Dividends
We
have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment
of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and
needs, and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
Section
15(g) of the Securities Exchange Act of 1934
Our
shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice
requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior
to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability
to sell your shares in the secondary market.
Section
15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page
summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary
marketing; terms important to in understanding of the function of the penny stock market, such as ID and offer quotes, a dealers
spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including
the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud
in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators
Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities
Authorized for Issuance Under Equity Compensation Plans
We
have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.
Recent
Sales of Unregistered Securities
None
Issuer
Purchase of Securities
The
Company did not repurchase any of its securities during the fiscal years ended April 30, 2020 and 2019.
ITEM
6.
ITEM
6. SELECTED FINANCIAL DATA.
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
7.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
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 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.
Results
of Operations
We
have not yet recognized any revenue as of April 30, 2020.
For
the year ended April 30, 2020 our net loss was $27,389 compared to $2,315 for the year ended April 30, 2019. During the current
fiscal year we incurred $25,125 of professional fees related to bringing our filings current on OTCMarkets. We also incurred $1,910
of interest expense on a past due payable. Our only expense in the prior year was $405 for filing fees and $1,910 of interest
expense incurred on the same past due payable.
Liquidity
and Capital Resources
As
of April 30, 2020, we have no available cash, liabilities of $100,365 and an accumulated deficit of $118,698. During the year
ended April 30, 2020 we used $25,224 of cash. For the year ended April 30, 2019, we used $405 of cash for operating activities.
During
the year ended April 30, 2020, we received $25,219 from financing activities compared to $410 in the prior year.
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.
Liquidity
and Capital Resources
We
will be able to stay in business for at least one year by drop shipping oil and gas equipment to our customers since the customer
is responsible for payment in full of all equipment prior to delivery of the same. To meet our need for cash for oil and
gas exploration, we will attempt to raise money from a private placement and our profits from the sale of oil and gas equipment.
Our
sole officer and sole 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 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
7A.
ITEM
7A. 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
8.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
BLACK
ROCK PETROLEUM COMPANY
FOR
THE YEARS ENDED APRIL 30, 2020 AND 2019
MICHAEL
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
ALTON AVE NE
SEATTLE,
WA 98125
206.353.5736
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders & Board of Directors
Black
Rock Petroleum Company
Opinion
on the Financial Statements
We
have audited the accompanying restated balance sheets of Black Rock Petroleum Company as of April 30, 2020 and 2019 and the related
statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to
as “financial statements”) for the years then ended. In our opinion, the restated financial statements present fairly,
in all material respects, the financial position of the Company as of April 30, 2020 and 2019 and the results of its operations
and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of
America.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
#3 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial
doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in
Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
/S/
MICHAEL GILLESPIE & ASSOCIATES, PLLC
We
have served as the Company’s auditor since 2018.
Seattle,
Washington
October
28, 2020
The
accompanying notes are an integral part of these financial statements.
The
accompanying notes are an integral part of these financial statements.
The
accompanying notes are an integral part of these financial statements.
The
accompanying notes are an integral part of these financial statements.
BLACK
ROCK PETROLEUM COMPANY
NOTES
TO THE FINANCIAL STATEMENTS
April
30, 2020
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
have not generated any operating revenues to date.
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.
Fair
value of financial instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to
measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37
establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three
(3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined
by Paragraph 820-10-35-37 are described below:
Level
1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level
2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
as of the reporting date.
Level
3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The
carrying amount of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair
value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value
of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar
financial arrangements at April 30, 2020.
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 years ended
April 30, 2020 and 2019.
Recently
issued accounting pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets
and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The new standard supersedes
the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use
assets and lease obligations. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods
in fiscal years beginning after December 15, 2018, with early adoption permitted. There has been no material impact on our
financial statements as a result of adopting this standard.
On
June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation-Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost
and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external
legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently
from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo
revaluing the award after this date. The Company has chosen to early adopt this standard. There has been no material impact on
our financial statements as a result of adopting this standard.
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 financial statements, the Company has an accumulated deficit of $118,698 at April 30, 2020, 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, has advanced the Company funds to pay for general operating
expenses. As of April 30, 2020 and 2019, $65,604 and $62,510, respectively, is due to Mr. Nagy. The amount due is unsecured, non-interest
bearing and due on demand.
NOTE
5 - LOAN PAYABLE
During
the year ended April 30, 2020, Walter Weeks (Note 6) advanced the Company $5,000 that was used for professional fees. The advance
is unsecured, non-interest bearing and due on demand.
NOTE
6 - CONTRIBUTED CAPITAL
During
the year ended April 30, 2020, Mr. Weeks contributed $17,125 to the Company as part of a planned merger agreement (Note 6). The
contributed capital was also used to pay for professional fees.
NOTE
7 - INCOME TAXES
At
April 30, 2020, the Company had net operating loss carry forwards of approximately $25,300 that may be offset against future taxable
income. No tax benefit has been reported in the April 30, 2020 or 2019 financial statements since the potential tax
benefit is offset by a valuation allowance of the same amount.
The
provision for Federal income tax consists of the following for the years ended April 30, 2020 and 2019:
The
cumulative tax effect at the expected rate of 21% (the U.S. federal income tax rate of 21% is being used due to the new tax law
recently enacted) of significant items comprising our net deferred tax amount is as follows as of April 30, 2020 and 2019:
Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax
reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards
may be limited as to use in future years.
ASC
Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements.
Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax
position to determine the amount to recognize in the financial statements.
The
Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision
for income taxes. As of April 30, 2020, the Company had no accrued interest or penalties related to uncertain tax positions.
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.
The
definitive agreement the Company entered into on March 15, 2020 with Optimum Mining, Inc. (“Optimum Corporation”)
has lapsed and no further extensions granted. Under the terms of the agreement, the Company proposed to acquire all 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. As such, Walter Weekes has resigned from the board and Kim Halvarson as Secretary are no longer associated
with the company in any capacity whatsoever.
ITEM
9.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There
have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this
Form 10-K.
ITEM
9A.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)
of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that
all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate to allow
timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of April 30, 2020, these disclosure controls and procedures were not effective.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible to establish and maintain adequate internal control over financial reporting. Our Chief Executive Officer
and Chief Financial Officer are responsible to design or supervise a process that provides reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. The policies and procedures include:
●maintenance
of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
●
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations
of management and directors, and
● reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could
have a material effect on our financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our internal control over financial reporting as of the end of the period April 30, 2020. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control - Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of the fiscal year April 30, 2020, our internal control over financial reporting were not
effective at that reasonable assurance level. The following aspects of the Company were noted as potential material weaknesses:
●lack
of an audit committee
●lack
of segregation of duties
Changes
in Internal Controls
There
were no changes in our internal control over financial reporting during the year ended April 30, 2020 that have affected, or are
reasonably likely to affect, our internal control over financial reporting.
ITEM
9B.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10.
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to
a term of one (1) year and serves until his or his successor is duly elected and qualified, or until he or she is removed from
office. The board of directors has no nominating, auditing or compensation committees.
The
name, address, age and position of our present sole officer and director is set forth below:
The
person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions
until the next annual meeting of our stockholders.
Background
of Our Sole Officer and Director
Since
April 24, 2013, our inception, Zoltan Nagy has been our president, secretary, treasurer, principal financial officer, principal
accounting officer and sole member of our board of directors. Since March 24, 2011, Mr. Nagy has been president, secretary,
treasurer, principal financial officer, principal accounting officer and sole member of our board of directors of Starflick.com
our parent corporation. From August 30, 2007 to April 27, 2011, Mr. Nagy was president, chief executive officer, treasurer,
secretary and a director of Raptor Technology Group, Inc., a Nevada corporation whose common stock is traded on the Bulletin Board
under the symbol RAPT. Raptor Technology Group, Inc. is engaged in the business of fabrication of equipment. On October
10, 2014, Raptor’s Exchange Act registration was revoked by the SEC. The foregoing positions constituted Mr. Nagy’s
principal occupations and employment during the past five years.
None
of our officer nor directors, promoters or control persons have been involved in the past ten years in any of the following:
(1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
(2) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4) Being
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent
of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers,
directors and ten-percent or greater beneficial owners are required by SEC regulations to furnish us with copies of all Section
16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing for the year
ended April 30, 2020, we believe all necessary forms have been filed.
Audit
Committee Financial Expert
We
do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the
cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the
present time, we believe the services of a financial expert are not warranted.
Audit
Committee and Charter
Due
to our size and scope of operations, we currently do not have an independent audit committee in place.
Code
of Ethics
We
have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote
honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A
copy of the code of ethics is filed as Exhibit 14.1 with our Form 10-K/A-1 filed with the Securities and Exchange Commission on
September 16, 2016
ITEM
11.
ITEM
11. EXECUTIVE COMPENSATION
The
following table sets forth the compensation paid by us for the last two fiscal years ending April 30 for our sole officer. This
information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation,
if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.
Summary
Compensation Table
We
have no employment agreements with our sole officer. We do not contemplate entering into any employment agreements until such
time as we begin profitable operations.
The
compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. Further,
no compensation has been paid subsequent to April 30, 2020.
There
are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director
other than as described herein.
Compensation
of Directors
The
sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan
to award options to our directors. There are no contractual arrangements with our sole director. We have no director’s service
contracts. The following table sets forth compensation paid to our sole director from inception on April 24, 2013 to our year
end on April 30, 2020. Since that time we have not paid any compensation to Mr. Nagy either as an executive officer or as
a director.
Director
Compensation Table
Long-Term
Incentive Plan Awards
We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Indemnification
Under
our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to
be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director
is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred,
including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably
incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification
is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding
indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers
under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
ITEM
12.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, as of the date of this annual report, the total number of shares owned beneficially by our directors,
officers and key employees, individually and as a group, and present owners of 5% or more of our total outstanding shares. The
table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholders
listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
ITEM
13.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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 April 30, 2020 and 2019, $94,354 and $62,510, respectively, is due to Mr. Nagy. The amount due is unsecured, non-interest
bearing and due on demand.
ITEM
14.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit
fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements
and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants
in connection with statutory and regulatory filings or engagements.
Audit-related
fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related
to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax
fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.
All
other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for
the other three categories.
PART
IV
ITEM
15.
ITEM
15. EXHIBITS
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 on this October 30, 2020,
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,
Chief Executive Officer,
October
30, 2020
Zoltan
Nagy
Principal
Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors