UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
EXCHANGE ACT
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IR.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) | |
| ( |
|
Registrant’s telephone number Including area code | ||
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files) ☒
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.
| Large accelerated filer ☐ | Accelerated filer ☐ | ||
| Smaller reporting company | |||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 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: shares of common stock as of February 21, 2024.
EXPLANATORY NOTE
Petro
USA, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q
for the period ended December 31, 2023 (the “Original Form 10-Q”), as originally filed with the Securities and Exchange Commission
(the “SEC”) on February 21, 202, solely to
Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-Q. This Amendment should be read in conjunction with the Original Form 10-Q and with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-Q.
TABLE OF CONTENTS
| PART I | ||||
| Item 1 | Financial Statements | 4 | ||
| Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risks | 16 | ||
| Item 4 | Controls and Procedures | 16 | ||
| PART II | ||||
| Item 1 | Legal Proceedings | 17 | ||
| Item 1A. | Risk Factors | 17 | ||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 17 | ||
| Item 3 | Default Upon Senior Securities | 17 | ||
| Item 4 | Mine Safety Disclosure | 17 | ||
| Item 5 | Other Information | 17 | ||
| Item 6 | Exhibits | 17 | ||
| SIGNATURES | 18 | |||
PART 1 FINANCIAL STATEMENTS
PETRO USA, INC.
FINANCIAL STATEMENTS
FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2023
TABLE OF C O N T E N T S
| Consolidated Balance Sheets (Unaudited) | 5 | |||
| Consolidated Statements of Operations (Unaudited) | 6 | |||
| Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) | 7 | |||
| Consolidated Statements of Cash Flows (Unaudited) | 8 | |||
| Notes to the Financial Statements (Unaudited) | 9 |
F-1
| PETRO USA, INC. | ||||||
| Balance Sheets | ||||||
| Six Months Ended December 31, 2023 and Year Ended June 30, 2023 | ||||||
| December 31, | June 30, | |||||||
| 2023 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Promissory not and accrued interest to related party | ||||||||
| Accounts payable- related | ||||||||
| Loan payable-related | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders' deficit: | ||||||||
| Preferred stock: par value per share, | ||||||||
| Preferred stock: par value $0.0001 per share, 10,000,000 shares authorized, issued and outstanding | ||||||||
| Common stock: par value per share, | ||||||||
| shares authorized, and shares issued and | ||||||||
| Common stock: par value $0.0001 per share, 500,000,000 shares authorized, 200,130,920 and 200,030,920 shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
| See accompanying notes to financial statements. | ||||||||
F-2
| PETRO USA, INC. | |||||||||||||||
| Statements of Operations | |||||||||||||||
| Three and Six Months Ended December 31, 2023 and 2022 | |||||||||||||||
| (Unaudited) | |||||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income (loss) per share – basic and diluted: | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of | ||||||||||||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
| See accompanying notes to financial statements. | ||||||||||||||||
F-3
| PETRO USA, INC. | ||||||||
| Statements of Cash Flows | ||||||||
| For the Six Months Ended December 31, 2022 ad 2023 | ||||||||
| (Unaudited) | ||||||||
For the Six Months Ended | ||||||||
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Issuance of common stock as share based compensation | ||||||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | ||||||||
| Accounts payable- related | ||||||||
| Other Payable | ||||||||
| Cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash provided by investing activities | — | — | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Principal payments of notes payable | — | — | ||||||
| Cash used in financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalent | ||||||||
| Cash and cash equivalent - beginning of period | ||||||||
| Cash and cash equivalent - end of period | $ | |||||||
| Supplemental Disclosure of Cash Flows Information: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| See accompanying notes to financial statements. | ||||||||
F-4
| Petro USA, Inc. | ||||||||||||||||||||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||||||||||||
| For the Three and Six Months Ended December 31, 2023 and 2022 | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at June 30, 2023 | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net loss for the quarter | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2023 | — | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Shares issued for services rendered | ||||||||||||||||||||||||||||
| Net loss for the quarter | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2023 | — | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Balance, June 30, 2022 | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss for the quarter | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2022 | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net loss for the quarter | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2022 | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
F-5
Petro USA, Inc.
Notes to Financial Statements
For the three months and six months ended December 31, 2023 and 2022
1. Organization, Description of Business, and Basis of Accounting
Business Organization
Petro USA, Inc. formerly All State Properties Holdings, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On December 18, 2020, All State Properties Holdings, Inc. changed its name to Petro USA, Inc.
The Company's fiscal year end is June 30th.
Accounting Basis
These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America (“U.S. GAAP”) consistently applied.
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2023 and notes thereto contained in our 10-K Annual Report
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent. Actual results could differ from those estimates.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At December 31, 2023 and June 30, 2023, respectively, the deferred tax asset and deferred tax liability accounts as recorded when material to the financial statements, are entirely the result of temporary and permanent differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.
.
F-6
Petro USA, Inc.
Notes to Financial Statements
For the three months and six months ended December 31, 2023 and 2022
1. Organization, Description of Business, and Basis of Accounting (Cont.)
Income Taxes
As of December 31, 2023, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
Dividends
The Company and has not yet adopted a policy regarding the payment of dividends.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table presents assets that are measured and recognized at fair value on a non-recurring basis:
F-7
Petro USA, Inc.
Notes to Financial Statements
For the three months and six months ended December 31, 2023 and 2022
1. Organization, Description of Business, and Basis of Accounting (Cont.)
Level 1: None
Level 2: None
Level 3: None
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of December 31, 2023, and June 30, 2023, the Company has no issued and outstanding warrants or options.
2. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise. This raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments that might result from this uncertainty.
F-8
Petro USA, Inc.
Notes to Financial Statements
For the three months and six months ended December 31, 2023 and 2022
3. Capital Stock
The Company has shares of Preferred Stock authorized at a par value of and none has been issued at December 31, 2022 and June 30, 2023.
At December 31, 2023 the company had common shares issued and outstanding. At June 30, 2022, the company had common shares issued and outstanding. On October 3, 2023, the company issued common share for services rendered.
The Company has no other classes of shares authorized for issuance. At December 31, 2023, and June 30, 2023, there were no outstanding stock options or warrants.
4. Related Party Transactions
The Amounts due to related parties are advances from a company controlled by the Company's Chief Executive Officer in order to pay operating expenses of the Company. These advances are non-interest bearing and payable upon demand.
5. Subsequent Events
None.
F-9
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Forward Looking Statements
This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
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. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
Overview
All State Properties Holdings, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. The company not commenced planned principal operations. The Company has a June 30 year end. As of December 31, 2023, the issued and outstanding shares of common stock totaled 200.130,920.
Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2022.
RESULTS OF OPERATIOMS
Working Capital
| December 31, | June 30, | |||||||
| 2023 | 2023 | |||||||
| Current Assets | $ | 352 | $ | 100 | ||||
| Current Liabilities | 153,867 | 128,506 | ||||||
| Working Capital (Deficit) | $ | (153,515 | ) | $ | (138,406 | ) | ||
Cash Flows
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Cash Flows from (used in) Operating Activities | $ | (17,988 | ) | $ | (140 | ) | ||
| Cash Flows from (used in) Financing Activities | 18,240 | 140 | ||||||
| Net Increase (decrease) in Cash During Period | $ | 252 | $ | — | ||||
Operating Revenues
We have generated no revenues for the three and six months ended December 31, 2023 and December 31, 2022.
Operating Expenses and Net Loss
Operating expenses for the three months ended December 31, 2023 were $6,778 compared with $113,703 for the three months ended December 31, 2022. The decrease in operating expenses were attributable to a decrease in other general and administrative expenses from $13,703 for the three months ended December 31, 2022 to $6,778 for the three months ended December 31, 2023.
Operating expenses for the six months ended December 31, 2023 were $24,979 compared with $15,461 for the six months ended December 31, 2022. The increase in operating expenses were attributable to an increase in other general and administrative expenses from $15,461 for the six months ended December 31, 2022 to $24,979 for the six months ended December 31, 2023.
During the three months ended December 31, 2023, the Company recorded a net loss of $6,848. compared with net loss of $13,773 for the three months ended December 31, 2022.
During the six months ended December 31, 2023, the Company recorded a net loss of $25,119. compared with net loss of $15,601 for the six months ended December 31, 2022.
Liquidity and Capital Resources
As of December 31, 2023, the Company's cash balance was $352 compared to cash balance of $100 as of June 30, 2023. As of December 31, 2023, the Company's total assets were $352 compared to total assets of $100 as of June 30, 2023.
As of December 31, 2023, the Company had total liabilities of $153,867 compared with total liabilities of $128,506 as of June 30, 2023. The increase in total liabilities is attributed to an increase in account payable and accrued liabilities from $29,568 for the year ended June 30, 2023 to $30,448 for the six months ended December 31, 2023, and an increase in account payable-related from $94,861 for the year ended June 30, 2023 to $100,962 for the six months ended December 31, 2023.
As of December 31, 2023, the Company has a working capital deficit of $153,515 compared with working capital deficit of $138,06 as of June 30, 2023.
Cashflow from Operating Activities
During the six months ended December 31, 2023 the Company used ($17,988) cash for operating activities compared to used cash of ($140) for operating activities during the six months ended December 31, 2022.
Cashflow from Financing Activities
During the six months ended December 31, 2023 the Company received $18,240 from financing activities compared to $140 for the six months ended December 31, 2022.
Subsequent Developments
None.
Going Concern
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no significant 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, capital expenditures or capital resources that are material to stockholders.
Future Financing
The Company will consider selling securities in the future to fund operations. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures.
The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter 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 |
None
| ITEM 1A. | RISK FACTORS |
Not Applicable
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None
| ITEM 4. | MINE SAFETY DISCLOSURE. |
Not Applicable
| ITEM 5. | OTHER INFORMATION |
None
| Item 6. | EXHIBITS |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: February 27, 2024 | Petro USA, Inc. | |
| By: /s/Joseph C. Passalaqua | ||
| Joseph C Passalaqua, Chief Executive Officer, Chief Financial Officer & President | ||
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002
I, Joseph C. Passalaqua, certify that:
1. I have reviewed this Form 10-Q/A for the six months ended December 31, 2023 of Petro USA, Inc.
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:
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;
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;
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,
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; and
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):
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
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: February 27, 2024
/s/Joseph C. Passalaqua
Joseph C. Passalaqua
Certification of Principal Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002
I, Joseph C. Passalaqua, certify that:
1. I have reviewed this Form 10-Q/A for the six months ended December 31, 2023 of Petro USA, Inc.
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:
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;
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;
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,
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; and
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):
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
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: February 27, 2024
/s/Joseph C. Passalaqua
Joseph C. Passalaqua
Certification of Principal Financial 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
In connection with the Quarterly Report of Petro USA, Inc. (the "Company") on Form 10-Q/A for the six months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "report"), I, Joseph C. Passalaqua, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated this 27th day of February 2024.
s/Joseph C. Passalaqua
Joseph C. Passalaqua
Certification of Principal Executive Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("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 Petro USA, Inc., and will be retained by Petro USA, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Petro USA, Inc. (the "Company") on Form 10-Q/A for the six months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "report"), I, Joseph C. Passalaqua, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated this 27th day of February 2024.
s/Joseph C. Passalaqua
Joseph C. Passalaqua
Certification of Principal Financial Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("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 Petro USA, Inc., and will be retained by Petro USA, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Balance Sheets - USD ($) |
Dec. 31, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Current assets: | ||
| Cash and cash equivalents | $ 352 | $ 100 |
| Total current assets | 352 | 100 |
| Total assets | 352 | 100 |
| Current liabilities: | ||
| Accounts payable and accrued liabilities | 30,448 | 29,568 |
| Promissory not and accrued interest to related party | 4,217 | 4,077 |
| Accounts payable- related | 100,962 | 94,861 |
| Loan payable-related | 18,240 | |
| Total current liabilities | 153,867 | 128,506 |
| Total liabilities | 153,867 | 128,506 |
| Stockholders' deficit: | ||
| Preferred stock: par value $0.0001 per share, 10,000,000 shares authorized, none issued and outstanding | ||
| Common stock: par value $0.0001 per share, 500,000,000 shares authorized, 200,130,920 and 200,030,920 shares issued and outstanding | 20,013 | 20,003 |
| Additional paid-in capital | 121,677,146 | 121,677,146 |
| Accumulated deficit | (121,850,674) | (121,825,555) |
| Total stockholders' deficit | (153,515) | (128,406) |
| Total liabilities and stockholders' deficit | $ 352 | $ 100 |
Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
| Common Stock, Shares, Issued | 200,130,920 | 200,030,920 |
| Common Stock, Shares, Outstanding | 200,130,920 | 200,030,920 |
Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income Statement [Abstract] | ||||
| Net revenues | ||||
| Operating expenses: | ||||
| General and administrative expenses | 6,778 | 13,703 | 24,979 | 15,461 |
| Total operating expenses | 6,778 | 13,703 | 24,979 | 15,461 |
| Loss from operations | (6,778) | (13,703) | (24,979) | (15,461) |
| Other expenses: | ||||
| Interest expense | (70) | (70) | (140) | (140) |
| Total other expenses | (70) | (70) | (140) | (140) |
| Income (loss) before income taxes | (6,848) | (13,773) | (25,119) | (15,601) |
| Income tax expense | ||||
| Net loss | $ (6,848) | $ (13,773) | $ (25,119) | $ (15,601) |
| Income (loss) per share – basic and diluted: | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted average number of common shares outstanding - basic and diluted | 200,130,920 | 200,030,920 | 200,080,920 | 200,030,920 |
Statements of Cash Flows - USD ($) |
6 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Cash flows from operating activities: | ||
| Net income (loss) | $ (25,119) | $ (15,601) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
| Issuance of common stock as share based compensation | 10 | |
| Increase (decrease) in liabilities: | ||
| Accounts payable | 880 | 1,465 |
| Accounts payable- related | 6,241 | 13,996 |
| Other Payable | ||
| Cash provided by (used in) operating activities | (17,988) | (140) |
| Cash flows from financing activities: | ||
| Proceeds from notes payable | 18,240 | 140 |
| Cash used in financing activities | 18,240 | 140 |
| Net increase (decrease) in cash and cash equivalent | 252 | |
| Cash and cash equivalent - beginning of period | 100 | |
| Cash and cash equivalent - end of period | 352 | |
| Supplemental Disclosure of Cash Flows Information: | ||
| Interest | ||
| Income taxes | ||
Statement of Changes in Stockholders Equity - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|
| Beginning balance, value at Jun. 30, 2022 | $ 0 | $ 20,003 | $ 121,677,146 | $ (121,801,692) | $ (104,543) |
| Shares, Issued at Jun. 30, 2022 | 200,030,920 | ||||
| Net loss for the quarter | (1,828) | (1,828) | |||
| Ending balance, value at Sep. 30, 2022 | 0 | $ 20,003 | 121,677,146 | (121,803,520) | (106,371) |
| Shares, Issued at Sep. 30, 2022 | 200,030,920 | ||||
| Net loss for the quarter | (13,773) | (13,773) | |||
| Ending balance, value at Dec. 31, 2022 | $ 20,003 | 121,677,146 | (121,817,293) | (120,144) | |
| Shares, Issued at Dec. 31, 2022 | 200,030,920 | ||||
| Beginning balance, value at Jun. 30, 2023 | 0 | $ 20,003 | 121,677,146 | (121,825,555) | (128,406) |
| Shares, Issued at Jun. 30, 2023 | 200,030,920 | ||||
| Net loss for the quarter | (18,271) | (18,271) | |||
| Ending balance, value at Sep. 30, 2023 | 0 | $ 20,003 | 121,677,146 | (121,843,826) | (146,677) |
| Shares, Issued at Sep. 30, 2023 | 200,030,920 | ||||
| Shares issued for services rendered | $ 10 | 10 | |||
| Shares issued for services rendered, shares | 100,000 | ||||
| Net loss for the quarter | (6,848) | (6,848) | |||
| Ending balance, value at Dec. 31, 2023 | $ 20,013 | $ 121,677,146 | $ (121,850,674) | $ (153,515) | |
| Shares, Issued at Dec. 31, 2023 | 200,130,920 |
1. Organization, Description of Business, and Basis of Accounting |
6 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Accounting Policies [Abstract] | |
| 1. Organization, Description of Business, and Basis of Accounting | 1. Organization, Description of Business, and Basis of Accounting
Business Organization
Petro USA, Inc. formerly All State Properties Holdings, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On December 18, 2020, All State Properties Holdings, Inc. changed its name to Petro USA, Inc.
The Company's fiscal year end is June 30th.
Accounting Basis
These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America (“U.S. GAAP”) consistently applied.
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2023 and notes thereto contained in our 10-K Annual Report
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent. Actual results could differ from those estimates.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At December 31, 2023 and June 30, 2023, respectively, the deferred tax asset and deferred tax liability accounts as recorded when material to the financial statements, are entirely the result of temporary and permanent differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt. .
As of December 31, 2023, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
Dividends
The Company and has not yet adopted a policy regarding the payment of dividends.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table presents assets that are measured and recognized at fair value on a non-recurring basis:
Level 1: None Level 2: None Level 3: None
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of December 31, 2023, and June 30, 2023, the Company has no issued and outstanding warrants or options.
|
2. Going Concern |
6 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| 2. Going Concern | 2. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise. This raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments that might result from this uncertainty.
|
3. Capital Stock |
6 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Equity [Abstract] | |
| 3. Capital Stock | 3. Capital Stock
The Company has shares of Preferred Stock authorized at a par value of and none has been issued at December 31, 2022 and June 30, 2023.
At December 31, 2023 the company had common shares issued and outstanding. At June 30, 2022, the company had common shares issued and outstanding. On October 3, 2023, the company issued common share for services rendered.
The Company has no other classes of shares authorized for issuance. At December 31, 2023, and June 30, 2023, there were no outstanding stock options or warrants.
|
4. Related Party Transactions |
6 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Related Party Transactions [Abstract] | |
| 4. Related Party Transactions | 4. Related Party Transactions
The Amounts due to related parties are advances from a company controlled by the Company's Chief Executive Officer in order to pay operating expenses of the Company. These advances are non-interest bearing and payable upon demand.
|
5. Subsequent Events |
6 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Subsequent Events [Abstract] | |
| 5. Subsequent Events | 5. Subsequent Events
None. |
1. Organization, Description of Business, and Basis of Accounting (Policies) |
6 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Accounting Policies [Abstract] | |
| Business Organization | Business Organization
Petro USA, Inc. formerly All State Properties Holdings, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On December 18, 2020, All State Properties Holdings, Inc. changed its name to Petro USA, Inc.
The Company's fiscal year end is June 30th.
|
| Accounting Basis | Accounting Basis
These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America (“U.S. GAAP”) consistently applied.
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2023 and notes thereto contained in our 10-K Annual Report
|
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent. Actual results could differ from those estimates.
|
| Income Taxes | Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At December 31, 2023 and June 30, 2023, respectively, the deferred tax asset and deferred tax liability accounts as recorded when material to the financial statements, are entirely the result of temporary and permanent differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt. .
As of December 31, 2023, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
|
| Dividends | Dividends
The Company and has not yet adopted a policy regarding the payment of dividends.
|
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table presents assets that are measured and recognized at fair value on a non-recurring basis:
Level 1: None Level 2: None Level 3: None
|
| Earnings (Loss) per Share |
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of December 31, 2023, and June 30, 2023, the Company has no issued and outstanding warrants or options.
|
3. Capital Stock (Details Narrative) - $ / shares |
3 Months Ended | ||
|---|---|---|---|
Dec. 31, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
|
| Equity [Abstract] | |||
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 |
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
| Common Stock, Shares, Outstanding | 200,130,920 | 200,030,920 | |
| Stock Issued During Period, Shares, Issued for Services | 100,000 |
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