PetroGas Co 10-Q for FY2026 Q1
PetroGas Co (PTCO)
About this 10-Q
PetroGas Co filed this 10-Q on August 12, 2025, covering the quarter ended June 30, 2025 (FY2026 Q1).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $16.59K
- compared with a net loss of $19.79K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 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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(Registrant’s telephone number, including area code)
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
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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' DEFICIT |
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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 party |
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Convertible promissory notes, net of debt discount |
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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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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 condensed financial statements.
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PETROGAS COMPANY
STATEMENTS OF OPERATIONS
(Unaudited)
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OPERATING EXPENSES |
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Professional fees |
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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 condensed financial statements.
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PETROGAS COMPANY
STATEMENTS OF SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
Three Months Ended June 30, 2025
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Balance -March 31, 2025 |
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Net loss |
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Balance -June 30, 2025 |
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Three Months Ended June 30, 2024
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Balance - March 31, 2024 |
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Net loss |
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Balance - June 30, 2024 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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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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Changes in operating assets and liabilities: |
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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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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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The accompanying notes are an integral part of these unaudited condensed financial statements.
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PETROGAS COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
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 June 30, 2025. As of June 30, 2025, the Company has an accumulated deficit of $
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 interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2025 included in the Company’s Annual Report on Form 10-K as filed with the SEC on June 30, 2025.
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.
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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 June 30, 2025 and March 31, 2025, respectively.
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 three months ended June 30, 2025 and 2024, 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
We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.
Recently adopted accounting standards
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.
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In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.
The Company is currently evaluating this guidance to determine the impact it may have on its financial statements and related disclosures.
The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its financial statements.
NOTE 4 – 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 June 30, 2025 and March 31, 2025, the promissory note payable was $
NOTE 5 – PROMISSORY NOTE
On May 31, 2019, the Company issued a promissory note to a legal firm at principal amount of $
As of June 30, 2025 and March 31, 2025, the promissory note payable was $
NOTE 6 – CONVERTIBLE PROMISSORY NOTES
On July 10, 2017, a total of $
On October 11, 2017, four individual holders that have $
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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 $
On June 30, 2020, the Company entered into a convertible promissory note for $
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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 June 30, 2025 and March 31, 2025, the convertible note payable was $
NOTE 7 – COMMON STOCK
The Company has
During the year ended March 31, 2024, the Company issued
As of June 30, 2025 and March 31, 2025, the issued and outstanding common shares were
NOTE 8 – RELATED PARTY TRANSACTIONS
During the three months ended June 30, 2025 and 2024, the Director of the Company made advancement of $
As at June 30, 2025 and March 31, 2025, the Company had advances from related parties of $
NOTE 9 – SEGMENT REPORTING
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: oil and gas industry. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
The CODM evaluate the performance of the oil and gas segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM review performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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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 |
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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 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.
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 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 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.
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.
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On February 6, 2024, we acquired an oil and gas lease in Tarrant County, Texas. The lease covers 12.1 acres of land located in the Robert R Ramey Survey and is for a period of 1.5 years.
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.
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 June 30, 2025 compared to three months ended June 30, 2024
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Operating Expenses |
| $ | 4,151 |
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| $ | 7,348 |
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| $ | (3,197 | ) |
Other Expenses |
| $ | 12,443 |
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| $ | 12,443 |
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| $ | - |
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Net Loss |
| $ | (16,594 | ) |
| $ | (19,791 | ) |
| $ | 3,197 |
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Our net loss for the three months ended June 30, 2025 decreased to $16,594 from $19,791 for the three months ended June 30, 2024 due to the decrease in professional fees.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of June 30, 2025 and March 31, 2025, respectively.
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Working Capital
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Current Assets |
| $ | - |
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| $ | - |
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| $ | - |
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Current Liabilities |
| $ | 806,844 |
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| $ | 790,250 |
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| $ | 16,594 |
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Working Capital (Deficiency) |
| $ | (806,844 | ) |
| $ | (790,250 | ) |
| $ | (16,594 | ) |
As of June 30, 2025, we had a working capital deficiency of 806,844 as compared to $790,250 as March 31, 2025. The increase in working capital deficiency was due to the increase in advances from related parties and accrued interest.
Cash Flows
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Net cash used in Operating Activities |
| $ | (8,990 | ) |
| $ | (9,030 | ) |
| $ | 40 |
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Net cash provided by Financing Activities |
| $ | 8,990 |
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| $ | 9,030 |
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| $ | (40 | ) |
Net changes in cash and cash equivalents |
| $ | - |
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| $ | - |
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| $ | - |
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Cash Flow from Operating Activities
For the three months ended June 30, 2025, we used $8,990 of cash for operations primarily as a result of the net loss of $16,594 decreased by net changes in operating liabilities of $7,604.
For the three months ended June 30, 2024, we used $9,030 of cash for operations primarily as a result of the net loss of $19,791 decreased by net changes in operating liabilities of $10,761.
Cash Flow from Investing Activities
We did not use any funds for investing activities during the three months ended June 30, 2025 and 2024.
Cash Flow from Financing Activities
For the months ended June 30, 2025 and 2024, we had net cash provided by financing activities of $8,990 and $9,030 from director advancement, respectively.
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.
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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 June 30, 2025. 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 ,2024, 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 June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 |
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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 |
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| (Registrant) |
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Dated: August 12, 2025 |
| /s/ Huang Yu |
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| Huang Yu |
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| President and Chief Financial Officer |
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| (Principal Executive Officer, Principal Financial |
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| Officer an Principal Accounting Officer) |
|
18 |
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: |
| 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; |
| 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; |
| 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: |
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| (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: August 12, 2025
| /s/ Huang Yu |
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| Huang Yu |
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| President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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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:
| (1) | the quarterly report on Form 10-Q of Petrogas Company for the period ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Petrogas Company |
Dated: August 12, 2025
| /s/ Huang Yu |
|
| Huang Yu President and Chief Financial Officer |
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| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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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.