PetroGas Co 10-Q for FY2022 Q3
PetroGas Co (PTCO)
About this 10-Q
PetroGas Co filed this 10-Q on January 14, 2022, covering the quarter ended December 31, 2021 (FY2022 Q3).
Headline figures
Quarter ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $20.32K
- compared with a net loss of $27.12K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the quarterly period ended | |
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or | |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from ________ to________ | |
Commission File Number
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
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N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒
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 | ☐ |
☐ | Smaller reporting company | ||
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| 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)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition or Plan of Operation |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PETROGAS COMPANY
BALANCE SHEETS
(UNAUDITED)
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ASSETS |
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Total Current Assets |
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TOTAL ASSETS |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities |
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Bank indebtedness |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Advances from related parties |
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Convertible promissory notes, net of debt discount of $ |
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Promissory note |
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Promissory note - related party |
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Total Current Liabilities |
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Asset retirement obligations |
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| 83,580 |
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| 83,580 |
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TOTAL LIABILITIES |
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SHAREHOLDERS' DEFICIT |
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Common stock: |
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Additional paid in capital |
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Accumulated deficit |
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TOTAL SHAREHOLDERS' DEFICIT |
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TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited financial statements.
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PETROGAS COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
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| Three Months Ended |
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| Nine Months Ended |
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ROYALTY REVENUE |
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OPERATING EXPENSES |
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Salaries and wages |
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Professional fees |
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General and administrative expense |
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Total operating expenses |
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Loss from Operations |
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OTHER EXPENSE |
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Interest expense |
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Total other expense |
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NET LOSS |
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NET LOSS PER SHARE, BASIC AND DILUTED |
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WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED |
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The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
PETROGAS COMPANY
STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE NINE AND THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020
(UNAUDITED)
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| Additional |
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| Number of Shares |
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| Capital |
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| Deficit |
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*Balance - March 31, 2021 |
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Net loss |
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*Balance - June 30, 2021 |
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Stock-based compensation |
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Net loss |
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Balance - September 30, 2021 |
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Issuance of shares for note repayment |
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Net loss |
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Balance - December 31, 2021 |
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* retrospectively restated reverse stock split 1:80
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| Number of Shares |
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*Balance - March 31, 2020 |
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Convertible notes debt discount |
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Net loss |
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*Balance - June 30, 2020 |
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Convertible notes debt discount |
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Net loss |
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*Balance - September 30, 2020 |
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Convertible notes debt discount |
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Net loss |
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*Balance - December 31, 2020 |
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* retrospectively restated reverse stock split 1:80
The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
PETROGAS COMPANY
STATEMENT OF CASH FLOWS
(UNAUDITED)
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization of debt discount |
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Stock based compensation |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Net cash used in Operating Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from related party |
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Issuance of convertible promissory notes |
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Net cash provided by Financing Activities |
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Net changes in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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Supplemental cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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Non-cash transactions: |
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Conversion of convertible note into common shares |
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Beneficial conversion feature |
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The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
PETROGAS COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2021
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PERSENTATION
Organization and nature of business
PetroGas Company (Formerly America Resources Exploration Inc. (the “Company”)), was incorporated in the State of Nevada on January 24, 2014. The Company was incorporated under the name Alazzio Entertainment Corp. and changed its name to America Resources Exploration Inc. on April 17, 2015. Subsequently, on January 20, 2016, the Company changed its name to PetroGas Company. On June 12, 2015, the Company completed an acquisition of working interests in certain oil & gas properties. All share amounts in these financial statements have been adjusted to reflect this stock split.
NOTE 2 – GOING CONCERN
The Company had no significant revenues from the inception through December 31, 2021. As of December 31, 2021, the Company has an accumulated deficit of $107,075,305. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations.
The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 as filed with the Securities and Exchange Commission on July 2, 2021.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The estimates on depreciation were based on the estimated useful lives of the Company’s assets. Any estimates during the period have had an immaterial effect on earnings.
Cash and Cash Equivalents
Cash and cash equivalents consist of commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.
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Oil and Gas Properties – Full Cost Method
The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on nonproducing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to operations.
The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized as depreciation, depletion and amortization expense using the units-of-production method based on estimated proved recoverable oil and gas reserves.
The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful.
All items classified as unproved property are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of various factors, including, but not limited to, the following: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; assignment of proved reserves; and economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization.
Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent (10%), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the unweighted arithmetic average of the first day of the month price for each month within the 12-month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period.
Revenue Recognition
Oil and gas sales result from undivided interests held by the Company in oil and gas properties and royalty revenues. Sales of oil and gas produced from oil and gas operations are recognized when the product is delivered to the purchaser and title transfers to the purchaser. Charges for gathering and transportation are included in production expenses.
Revenue from royalties is recognized as they are earned when collection is reasonably assured. Royalty revenue is recorded in the same period as the sales that generate the royalty payment.
Asset Retirement Obligations
The Company records a liability for asset retirement obligations (“ARO”) associated with its oil and gas wells when those assets are placed in service. The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its then-present value.
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Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information,
The carrying value of all assets and liabilities approximated their fair values as December 31, 2021 and March, 2021, respectively.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 9)
Earnings or Loss Per Share
In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
For the nine months ended December 31, 2021 and 2020, net loss per shares as the result of the computation was anti-dilutive:
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Convertible notes payable |
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Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and we do not expect the adoption of this guidance to have a material impact on our financial statements.
| 9 |
| Table of Contents |
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – ASSET RETIREMENT OBLIGATIONS
The Company has asset retirement obligations for any wells that are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration. For the purpose of determining the fair value of ARO incurred during the fiscal year ended March 31, 2016, the Company used the following assumptions.
Inflation Rate |
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| % | |
Estimated asset life |
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| ||
Credit adjusted risk free interest rate |
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| % | |
As at March 31, 2016, the Company determined to fully impair its shut in wells given a lack of production over a period in excess of two years, and the uncertainty in returning the wells to production in the future. As a result, the Company has recorded a long term liability equal to the full value of the ARO.
As at December 31, 2021 and March 31, 2021, a total of $
NOTE 5 – PROMISSORY NOTE – RELATED PARTY
On December 31, 2016, the Company entered into a promissory note with a majority shareholder, Rise Fast Limited, for an amount of $
On July 10, 2017, the Company, along with the holder of the promissory note to assigned $
As of December 31, 2021 and March 31, 2021, the promissory note payable was $
NOTE 6 – PROMISSORY NOTE
On May 31, 2019, the Company issued a promissory note to a legal firm at principal amount of $
As of December 31, 2021 and March 31, 2021, the promissory note payable was $
NOTE 7 – CONVERTIBLE PROMISSORY NOTES
On July 10, 2017, a total of $
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On October 11, 2017, four individual holders that have $
A debt discount on the notes was recognized of $
On December 31, 2017, the Company entered into a convertible promissory note for $
On March 31, 2018, the Company entered into a convertible promissory note for $
On June 30, 2018, the Company entered into a convertible promissory note for $
On September 30, 2018, the Company entered into a convertible promissory note for $
On December 31, 2018, the Company entered into a convertible promissory note for $
On March 31, 2019, the Company entered into a convertible promissory note for $
On June 30, 2019, the Company entered into a convertible promissory note for $
On September 30, 2019, the Company entered into a convertible promissory note for $
On December 31, 2019, the Company entered into a convertible promissory note for $
On March 31, 2020, the Company entered into a convertible promissory note for $
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On June 30, 2020, the Company entered into a convertible promissory note for $
On September 30, 2020, the Company entered into a convertible promissory note for $
On December 31, 2020, the Company entered into a convertible promissory note for $
As of December 31, 2021 and March 31, 2021, the convertible note payable was $
NOTE 8 – COMMON STOCK
The Company has
On June 11, 2021, a majority of stockholders of our company and board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a basis of up to eighty (80) old shares for one (1) new share of common stock. The reverse stock split was approved by FINRA and effectuate on August 31, 2021.
On September 20, 2021, the Company issued
On October 11, 2021, the Company issued
As of December 31, 2021 and March 31, 2021, the issued and outstanding common shares was
NOTE 9 – RELATED PARTY TRANSACTIONS
During the nine months ended December 31, 2021 and 2020, the director of the Company made advancement of $
On September 20, 2021, the Company issued
NOTE 10 – RISKS AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this financial statements. These estimates may change, as new events occur and additional information is obtained.
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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” means PetroGas Company, unless otherwise indicated.
Corporate Overview
We were incorporated under the name Alazzio Entertainment Corp. on January 24, 2014, under the laws of the State of Nevada. Our original business plan was to operate photo booth rentals.
On April 3, 2015, a change in control occurred by virtue of our company’s largest shareholder, Dmitri Kapsumun selling 900,000 shares (split adjusted) of our common stock to Rise Fast Limited, a Hong Kong corporation. Such shares represented 71.77% of our total issued and outstanding shares of common stock. As part of the sale of the shares, Rise Fast Limited arranged with the resigning member of our company’s Board of Directors, to appoint Mr. Huang Yu as the sole officer and director of our company.
On April 16, 2015, we filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby we amended our Articles of Incorporation by increasing our authorized number of shares of common stock from 75 million to 300 million (not adjusted for the one (1) for one hundred (100) stock split) and increasing all of our issued and outstanding shares of common stock at a ratio of fifteen (15) shares for every one (1) share held. Our Board of Directors approved this amendment on April 15, 2015 and shareholders holding 71.77% of our issued and outstanding shares approved this amendment via a written consent executed on April 16, 2015.
Effective April 29, 2015 we changed our name to America Resources Exploration Inc. by way of a merger with our wholly-owned subsidiary, incorporated solely for the purpose of the change of name.
On June 10, 2015, we entered into an Asset Purchase Agreement with Zheng Xiangwu, a resident of Guang Dong Province, China, whereby we issued 40,000 million shares of its common stock in exchange for rights to certain oil and gas leases located in Frio and Atascosa Counties, Texas, consisting of a total of 714 total acres of land, two (2) working wells and a total of seven (7) wells (the “Leases”). The acquisition of the Leases pursuant to the Asset Purchase Agreement was completed on June 1, 2015. As a result of the completion of this acquisition, 40,000 shares of our company’s common stock were issued to Mr. Zheng Xiangwu, who owns our company’s largest shareholder, Rise Fast Limited. The number of shares issued to Mr. Zheng was determined by valuing the Leases at $160,000 and valuing our company’s stock at $0.04 per share. At the completion of the Asset Purchase Agreement, we entered into the oil and gas industry.
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On June 11, 2015, we entered into various assignment agreements with Mr. Zheng for the acquisition of multiple oil and gas leases and overriding royalty interests (“ORR’s”) as set out in the table below. From July 6, 2015 through July 9, 2015, we completed the acquisition of such oil and gas leases and ORR’s, whereby we issued a total of 6,500 shares of our common stock to Mr. Zheng.
Assignment Date | Name of The Property | Type of Property | Location |
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|
|
|
June 11th, 2015 | Ellis County | Overriding Royalty Int. | Oklahoma |
June 11th, 2015 | Hemphill County | Overriding Royalty Int. | Texas |
June 11th, 2015 | Madison County | Wellbore Interest | Texas |
June 11th, 2015 | Shelby County | Wellbore Interest | Texas |
June 11th, 2015 | Emergy County | Lease Purchase | Utah |
On August 13, 2015 we entered into an Asset Purchase Agreement with Inceptus Resources, LLC whereby our company acquired a 78% net revenue interest in 200 acres located in Callahan County, Texas, and a 78% net revenue interest in 522 acres also located in Callahan County, Texas.
On January 20, 2016, we changed our name to PetroGas Company, by way of a merger with our wholly-owned subsidiary, incorporated solely for the purpose of the change of name. In addition, we amended our Articles of Incorporation for a reverse stock split by decreasing all of our issued and outstanding shares of common stock at a ratio one (1) new for one hundred (100) old shares of common stock. The reverse stock split was approved by our directors and shareholders holding 68.65% of our issued and outstanding shares of common stock on January 13, 2016 and the reverse stock split became effective with FINRA on March 7, 2016. The change of name resulted in a change of trading symbol to “PTCO”.
On September 13, 2017, we filed a Certificate of Amendment with the Nevada Secretary of State whereby we amended our Articles of Incorporation by decreasing all of our issued and outstanding shares of common stock at a ratio of one (1) share for every one hundred (100) shares held. Our Board of Directors approved the Amendment on July 21, 2017 and Shareholders holding 75.95% of our company’s shares approved the Amendment via written consent executed on July 21, 2017, with an effective date of October 5, 2017.
On February 20, 2019 a majority of our shareholders and our board of directors approved a resolution to effect a reverse stock split of our issued and outstanding shares of common stock on a one (1) new for 100 old basis. The reverse split was approved by FINRA with an effective date of March 19, 2019. As a result of the reverse split, our issued and outstanding shares of common stock decreased from 30,099,230 to 300,993 shares of common stock. Our authorized capital remained unchanged.
Our principal executive offices are located at 2800 Post Oak Boulevard, Suite 4100, Houston, Texas 77056. Our telephone number is (832) 899-8597.
We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
We hold a 94% interest in Seabourn Oil Company, LLC, a Texas LLC.
CURRENT INVESTMENTS
On June 12, 2015, we acquired three (3) producing leases covering 714 acres situated in Atascosa and Frio Counties, Texas, located in the Eagle Ford Shale formation - the Jane Burns “C” (“Burns”), the Theo Rogers “C”, and the Theo Rogers “A” & “D” (“Rogers”) Leases. We acquired a 99.5% working interest (74.625% net revenue interest) in each lease.
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The Burns and Rogers Leases provide exploration and production opportunities in the Kyote Field pay zone, very near the Eagle Ford Shale play with access to available rig crews and other vendor-servicers, due to their close proximity to San Antonio, Texas.
The Burns and Rogers Leases hold collectively seven (7) oil wells, but none of which are operating wells. Although our company’s management and industry professionals believed at the time that they were acquired that our company could double or triple previous production on these wells, depressed oil prices indicate that the cost to bring these wells online an uneconomical venture.
On November 30, 2016, we acquired various royalty interests in Texas for $10,485. On December 14, 2016, we acquired two oil and gas leases in Ohio for $2,705. On January 1, 2017, our company acquired the lease for three oil and gas properties for $4,975.
Future Operations
We are actively seeking to acquire producing and non-producing leases that will allow us to explore and drill in high-profile pay zones.
We intend to raise capital at a low cost from private placements so that we may acquire numerous additional leases, and to commence drilling, and taking advantage of the inevitable uptick in oil prices to come.
In the current climate, our company believes that there are a very large number of oil & gas leases under distress due to the depressed gas prices and that we can strategically position our company to acquire as many of these leases as possible at a discount to market value, hence creating shareholder value.
We are planning an exploration strategy to drill new wells on the current Leases, as well as acquire deeper rights in order to drill some of the wells at great depths. We expect that reservoirs at those depths could yield a very high daily output of oil.
Results of Operations
We have earned limited royalty revenues since inception.
Three months ended December 31, 2021 compared to three months ended December 31, 2020
|
| Three Months |
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| Three Months |
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| Ended |
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| Ended |
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| December 31, |
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| December 31, |
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| 2021 |
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| 2020 |
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| Changes |
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Operating Expenses |
| $ | 5,525 |
|
| $ | 5,000 |
|
| $ | 525 |
|
Other Expenses |
| $ | 14,794 |
|
| $ | 22,119 |
|
| $ | (7,325 | ) |
Net Loss |
| $ | (20,319 | ) |
| $ | (27,119 | ) |
| $ | 6,800 |
|
Our net loss for the three months ended December 31, 2021 decreased to $20,319 from $27,119 for the three months ended December 31, 2020 due to a decrease in other expenses.
Other expenses for the three months ended December 31, 2021 was $14,794 as compared to $22,119 incurred during the three months ended December 31, 2020 related to note interest expense and amortization of note discount.
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Nine months ended December 31, 2021 compared to nine months ended December 31, 2020
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| Nine Months |
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| Nine Months |
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| Ended |
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| Ended |
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| December 31, |
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| December 31, |
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| 2021 |
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| 2020 |
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| Changes |
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Operating Expenses |
| $ | 105,025,025 |
|
| $ | 17,463 |
|
| $ | 105,007,562 |
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Other Expenses |
| $ | 42,585 |
|
| $ | 75,350 |
|
| $ | (32,765 | ) |
Net Loss |
| $ | (105,067,610 | ) |
| $ | (92,813 | ) |
| $ | (104,974,797 | ) |
Our net loss for the nine months ended December 31, 2021 increased to $105,067,610 from $92,813 for the nine months ended December 31, 2020 due to an increase in operating expenses.
Our operating expenses for the nine months ended December 31, 2021 increased to $105,025,025 from $17,463 for the nine months ended December 31, 2020. During the nine months ended December 31, 2021, the Company incurred stock based compensation of $105,000,000 for shares issuance to the Company’s director for year 2021 salaries.
Other expenses for the nine months ended December 31, 2021 was $42,285 as compared to $75,350 incurred during the nine months ended December 31, 2020 related to note interest expense and amortization of note discount.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of December 31, 2021 and March 31, 2021, respectively.
Working Capital
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| As of |
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| As of |
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Current Assets |
| $ | - |
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| $ | - |
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| $ | - |
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Current Liabilities |
| $ | 518,263 |
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| $ | 451,653 |
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| $ | 66,610 |
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Working Capital (Deficiency) |
| $ | (518,263 | ) |
| $ | (451,653 | ) |
| $ | (66,610 | ) |
As of December 31, 2021, we had a working capital deficiency of 518,263 as compared to $408,970 as March 31, 2021. The increase in working capital deficiency was due to the increase in advances from related parties and accrued interest during the nine months ended December 31, 2021.
Cash Flows
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Net cash used in Operating Activities |
| $ | (26,329 | ) |
| $ | (22,134 | ) |
| $ | (4,195 | ) |
Net cash provided by Financing Activities |
| $ | 26,329 |
|
| $ | 22,134 |
|
| $ | 4,195 |
|
Net changes in cash and cash equivalents |
| $ | - |
|
| $ | - |
|
| $ | - |
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Cash Flow from Operating Activities
For the nine months ended December 31, 2021, we used $26,329 of cash for operations primarily as a result of the net loss of $105,067,610, decreased by stock based compensation of $105,000,000 and net changes in operating liabilities of $41,281.
For the nine months ended December 31, 2020, we used $22,134 of cash for operations primarily as a result of the net loss of $92,813, decreased by amortization of debt discount of $31,558 and a net change in working capital of $16,987.
Cash Flow from Investing Activities
We did not use any funds for investing activities during the nine months ended December 31, 2021 and December 31, 2020.
Cash Flow from Financing Activities
For the nine months ended December 31, 2021, we had net cash provided by financing activities of $26,329 from director advancement as compared to net cash provided by financing activities from issuance of convertible promissory note of $22,134 during the nine months ended December 31, 2020.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
Exhibit Number | Description | |
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101.INS** |
| XBRL INSTANCE DOCUMENT |
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101.INS** |
| XBRL TAXONOMY EXTENSION SCHEMA |
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| |
101.INS** |
| XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
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| |
101.INS** |
| XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
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| |
101.INS** |
| XBRL TAXONOMY EXTENSION LABEL LINKBASE |
|
| |
101.INS** |
| XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
______________
* | Filed herewith |
** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PETROGAS COMPANY |
| |
| (Registrant) |
| |
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| ||
Dated: January 14, 2022 |
| /s/ Huang Yu |
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| Huang Yu |
| |
| President and Chief Financial Officer |
| |
| (Principal Executive Officer, Principal Financial |
| |
|
| Officer an Principal Accounting Officer) |
|
| 20 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Huang Yu, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Petrogas Company: |
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|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: January 14, 2022
| /s/ Huang Yu |
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| Huang Yu |
|
| President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Huang Yu, President, of Petrogas Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | the quarterly report on Form 10-Q of Petrogas Company for the period ended December 31, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Petrogas Company |
Dated: January 14, 2022
| /s/ Huang Yu |
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| Huang Yu |
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| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Petrogas Company and will be retained by Petrogas Company and furnished to the Securities and Exchange Commission or its staff upon request.