10-Q 1 v123218_10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
(Mark One)

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarter ended June 30, 2008

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File Number: 333-134648
 
BLACK SEA OIL, INC.
(Exact name of issuer as specified in its charter)
 
Nevada
 
20-4069588
(State of incorporation)
 
(IRS Employer ID Number)
 
415 Madison Avenue
15th Floor
New York, New York 10017
(Address of principal executive offices)

(604) 673-8427
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o

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

Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES x NO o

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.

As of August 1, 2008 the issuer had [180,075,000]   shares outstanding.

*Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o          Accelerated filer o          Non-accelerated filer o         Smaller reporting company x

 
TABLE OF CONTENTS
 
 
 
 
Page
 
PART I - Financial Information
 
 
1
 
 
 
 
 
 
Item 1. Financial Statements
 
 
1
 
Item 2. Management’s Discussion and Analysis or Plan of Operation
 
 
6 
 
Item 4. Controls and Procedures
 
 
9
 
 
 
 
  
 
PART II - Other Information
 
 
9
 
 
 
 
 
 
Item 6. Exhibits
 
 
9
 
       
 
SIGNATURES
 
 
10
 
 
i
 
PART I
FINANCIAL INFORMATION

Item 1.  Financial Statements.
 
BLACK SEA OIL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET

   
June 30, 2008
  
December 31, 2007
  
   
(Unaudited)
      
ASSETS
  
Current Assets:
              
Cash
  
$
7,015
  
$
16,567
  
               
Total Current Assets
    
7,015
    
16,567
  
               
Total Assets
  
$
7,015
  
$
16,567
  
               
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
  
               
Current Liabilities:
              
Accounts Payable and Accrued Expenses
  
$
12,082
  
$
8,235
  
Notes Payable - Other
    
57,233
    
44,233
  
Loans Payable - Related Party
    
3,100
    
3,100
  
               
Total Current Liabilities
    
72,415
    
55,568
  
               
Commitments and Contingencies
              
               
Stockholders’ Deficiency:
              
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding
    
-
    
-
  
Common Stock, $.0001 par value; 1,750,000,000 shares authorized, 180,075,000 shares issued and outstanding
    
18,008
    
18,008
  
Additional Paid-In Capital
    
25,357
    
25,357
  
Deficit Accumulated During the Development Stage
    
(108,765
)
  
(82,366
)
               
Total Stockholders’ Deficiency
    
(65,400
)
  
(39,001
)
               
Total Liabilities and Stockholders’ Deficiency
  
$
7,015
  
$
16,567
  

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

1
 
BLACK SEA OIL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)

           
For the
  
For the Period
  
   
For the Six Months Ended
  
Quarter Ended
  
January 10, 2006
  
   
June 30,
  
June 30,
  
(Inception) To
  
   
2008
  
2007
  
2008
  
2007
  
June 30, 2008
  
                       
Net Revenues
  
$
-
  
$
-
  
$
-
  
$
-
  
$
-
  
                                 
Costs and Expenses:
                                
Website Development Costs
    
-
    
-
    
-
    
-
    
30,000
  
Professional Fees
    
21,181
    
8,713
    
6,181
    
-
    
59,353
  
General and Administrative Expenses
    
3,230
    
3,123
    
1,553
    
1,578
    
8,140
  
Start Up Costs
    
-
    
-
    
-
    
-
    
8,625
  
                                 
Total Costs and Expenses
    
24,411
    
11,836
    
7,734
    
1,578
    
106,118
  
                                 
Loss from Operations before Other Income (Expense)
    
(24,411
)
  
(11,836
)
  
(7,734
)
  
(1,578
)
  
(106,118
)
                                 
Other Income (Expense):
                                
Interest Expense
    
(1,988
)
  
(133
)
  
(980
)
  
-
    
(4,591
)
Forgiveness of Debt
    
-
    
-
    
-
    
-
    
1,857
  
Interest Income
    
-
    
-
    
-
    
-
    
87
  
 
                                
Total Other Income (Expense)
    
(1,988
)
  
(133
)
  
(980
)
  
-
    
(2,647
)
                                 
Net Loss
  
$
(26,399
)
$
(11,969
)
$
(8,714
)
$
(1,578
)
$
(108,765
)
                                 
                                 
Basic and Diluted Loss Per Share
  
$
(.00
)
$
(0.00
)
$
(.00
)
$
(0.00
)
      
                                 
Weighted Average Common Shares Outstanding
    
180,075,000
    
180,075,000
    
180,075,000
    
180,075,000
        

The accompanying notes are an integral part of the financial statements.

2

BLACK SEA OIL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)

           
For the Period
  
   
For the Six Months Ended
  
January 10, 2006
  
   
June 30,
  
(Inception) to
  
   
2008
  
2007
  
June 30, 2008
  
               
Cash Flows from Operating Activities:
              
Net Loss
  
$
(26,399
)
$
( 11,969
)
$
(108,765
)
Adjustments to Reconcile Net Loss to Net
                    
Cash Used in Operating Activities:
                    
Changes in Assets and Liabilities:
                    
Common Stock Issued for Services
    
-
    
-
    
7,600
  
Forgiveness of Debt
    
-
    
-
    
(1,857
)
Increase in Cash Overdraft
    
-
    
1,656
    
-
  
Increase in Accounts Payable and
                    
Accrued Expenses
    
3,847
    
2,213
    
12,959
  
                     
Net Cash Used in Operating Activities
    
(22,552
)
  
(8,100
)
  
(90,063
)
                     
Cash Flows from Investing Activities:
    
-
    
-
    
-
  
                     
Cash Flows from Financing Activities:
                    
Proceeds from Borrowings
    
13,000
    
5,000
    
88,813
  
Payments of Borrowings
    
-
    
-
    
(27,500
)
Payments of Offering Costs
    
-
    
-
    
(21,885
)
Proceeds of Borrowings from Related Party
    
-
    
3,100
    
-
  
Proceeds from Sale of Common Stock
    
-
    
-
    
57,650
  
                     
Net Cash Provided by Financing Activities
    
13,000
    
8,100
    
97,078
  
                     
Increase (Decrease) in Cash
    
(9,552
)
  
-
    
7,015
  
                     
Cash – Beginning of Period
    
16,567
    
-
    
-
  
                     
Cash – End of Period
  
$
7,015
  
$
-
  
$
7,015
  
                     
Supplemental Disclosures of Cash Flow Information:
                    
Interest Paid
  
$
-
  
$
-
  
$
-
  
Income Taxes Paid
  
$
-
  
$
-
  
$
-
  

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

3

BLACK SEA OIL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 1 – Organization and Basis of Presentation

Black Sea Oil, Inc. was incorporated under Nevada law on January 10, 2006 originally as Terrapin Enterprises, Inc. (“Terrapin”). On December 6, 2006, Terrapin merged its newly-formed wholly-owned subsidiary, Black Sea Oil, Inc. (“Black Sea”) into Terrapin and changed its corporate name to Black Sea Oil, Inc. (“the Company”) pursuant to a Plan and Agreement of Merger dated December 6, 2006. For accounting purposes, this is a capital transaction and the equivalent to the issuance of common stock by Terrapin for the net monetary assets of Black Sea ($0), accompanied by a recapitalization. On December 18, 2006, the Company effected to a 17.5-for-1 forward stock split of its common stock, reduced the par value from $.001 per share to $.0001 per share and increased its authorized common shares from 100,000,000 to 1,750,000,000 shares. In addition, the Company changed the par value of its authorized preferred stock from $.001 per share to $.0001 per share. All share and per share information has been retroactively adjusted to give effect to this recapitalization. The Company has selected December 31 as its fiscal year.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the Company's December 31, 2007 audited financial statements and notes thereto included in the annual report on Form 10-KSB as of such date.

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $26,399 for the six months ended June 30, 2008 and a net loss of $108,765 for the period January 10, 2006 (inception) to June 30, 2008. In addition, the Company had a working capital deficit of $65,400 at June 30, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of equity or debt or some combination thereof. There can be no assurance that the Company will be able to raise the additional funds it requires.

The accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

4

BLACK SEA OIL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - Loan Payable – Related Party

Loan payable to the Company’s President is payable on demand and bears interest at 8% per annum.

NOTE 3 - Notes Payable – Other

Notes payable consist of the following:

   
June 30, 2008
  
December 31, 2007
  
Notes payable, bearing interest at 8% per annum and payable on demand
  
$
12,475
  
$
12,475
  
               
Notes payable, bearing interest at prime rate plus 1% per annum and payable on demand
    
44,758
    
31,758
  
               
   
$
57,233
  
$
44,233
  

NOTE 4 - Stockholders' Deficiency 

In April 2006 the Company issued 133,000,000 shares of common stock valued at $7,600 to the Founders of the Company for services.

In April 2006 the Company sold 7,000,000 shares of common stock for $400 to a private investor.

During the quarter ended September 30, 2006 the Company sold 40,075,000 shares of common stock pursuant to its public offering for gross proceeds of $57,250. The Company incurred offering costs of $21,885 and net proceeds amounted to $35,365.

On December 18, 2006, the Company effected to a 17.5-for-1 forward stock split of its common stock, reduced the par value from $.001 per share to $.0001 per share and increased its authorized common shares from 100,000,000 to 1,750,000,000 shares. All share and per share information has been retroactively adjusted to give effect to this recapitalization.

5
 
Item 2.  Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-Q, references to the “Company,” “we,” “our” or “us” refer to Black Sea Oil, Inc., unless the context otherwise indicates.

This Management’s Discussion and Analysis or Plan of Operation should be read in conjunction with the financial statements and the notes thereto.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements which 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.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. 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.

Overview
 
We were incorporated under Nevada law on January 10, 2006 under the corporate name Terrapin Enterprises, Inc. On December 6, 2006, we merged our newly-formed wholly-owned subsidiary, Black Sea Oil, Inc. into us and changed our corporate name to Black Sea Oil, Inc. pursuant to a Plan and Agreement of Merger dated December 6, 2006. On December 18, 2006, we effected to a 17.5-for-1 forward stock split of our common stock. All share and per share information in this Quarterly Report give effect to that 17.5-for-1 forward stock split.
 
We are a development stage company that has not generated any revenue. Prior to the merger, we were focused on developing and offering interactive educational enrichment media programming specifically designed for children ages 6 to 12 years of age. Since the change of control in December 2006, we decided to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.

Plan of Operation

Our objectives discussed below are extremely general and are not intended to restrict our discretion. This discussion of the proposed business is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.
 
We have no particular acquisition in mind and have not entered into any negotiations regarding such an acquisition. Neither our sole officer nor any affiliate has engaged in any negotiations with any representative of any company regarding the possibility of an acquisition or merger between our company and such other company. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in a transaction.

We believe that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These benefits are commonly thought to include the following: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the marketplace; (iii) ease of borrowing from financial institutions; (iv) improved stock trading efficiency; (v) shareholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market. We have not conducted market research and are not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

6

Target companies interested in a business combination with our company may include the following: (i) a company for whom a primary purpose of becoming public is the use of its securities for the acquisition of other assets or businesses; (ii) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (iii) a company which desires to become public with less dilution of its common stock than would occur upon an underwriting; (iv) a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; (v) a foreign company which may wish an initial entry into the United States securities market; (vi) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; (vii) a company seeking one or more of the other mentioned perceived benefits of becoming a public company.
 
We anticipate seeking out a target business through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Such persons will have no relationship to our management.

The analysis of new business opportunities will be undertaken by or under the supervision of Marcus Segal, our sole executive officer and director. Marcus Segal, our sole executive officer, is not a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

A decision to participate in a specific business opportunity will be made based upon our analysis of the quality of the prospective business opportunity's management and personnel, assets, the anticipated acceptability of products or marketing concepts, the merit of a proposed business plan, and numerous other factors which are difficult, if not impossible, to analyze using any objective criteria. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.

In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors: (a) potential for growth, indicated by new technology, anticipated market expansion or new products; (b) competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; (c) strength and diversity of management, either in place or scheduled for recruitment; (d)  capital requirements and anticipated availability of required funds, to be provided by our company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; (e) the cost of participation by our company as compared to the perceived tangible and intangible values and potentials; (f) the extent to which the business opportunity can be advanced; (g) the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and (h) other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
 
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another entity. We also may acquire stock or assets of an existing business. On the consummation of a transaction it is probable that the present management and shareholders of the company will no longer be in control of the company. In addition, our officers and directors, as part of the terms of the acquisition transaction, likely will be required to resign and be replaced by one or more new officers and directors without a vote of our shareholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market.
 

With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

7

The Company will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, and will include miscellaneous other terms.
 
We are presently subject to all of the reporting requirements included in the Exchange Act. Included in these requirements is the duty of the Company to file audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure the Company's compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents may provide that the proposed transaction will be voidable at the discretion of the present management of the Company.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

Our Company, based on our proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

Liquidity and Capital Resources
 
We are in the development stage and have no revenue or business operations. Over the next 12 months, we will attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.
 
We expect that we will need to raise funds in order to effectuate our business plans. We intend initially to seek additional investors to purchase our stock to provide us with working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.
 
We do not expect to generate any revenues over the next twelve months. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.
Going Concern Consideration
 
The condensed financial statements contained in this Report have been prepared on a ‘going concern’ basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the reasons discussed in this Report, there is a significant risk that we will be unable to continue as a going concern, in which case, you would suffer a total loss on your investment in our company.

8

Off-Balance Sheet Arrangements
 
None.
 
Item 4.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive and financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
PART II
 
Item 6.  Exhibits
 
Exhibit No.
 
Description
 
Where Found
31.1
 
Rule 13a-14(a)/15d14(a) Certifications
 
Attached Hereto
32.1
 
Section 1350 Certifications
 
Attached Hereto
 
9
 
SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: August 13, 2008
 
 
 
 
 
BLACK SEA OIL, INC.
 
  
 
 
By:  
/s/ Marcus Segal
 
Name: Marcus Segal
Title: Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)

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