Black Rock Company (BKRP) flags going concern risk after $1,000 loss and no assets

Rhea-AI Filing Summary

Black Rock Company reported no revenue and a small net loss of $1,000 for the nine months ended January 31, 2024, compared with a net loss of $16,684 a year earlier. The loss in the current period was mainly transfer agent fees, while prior-year costs were largely audit and accounting expenses.

The balance sheet shows $0 in assets and total liabilities of $154,963, including a non‑interest‑bearing loan of $32,125 and $109,475 due to the CEO and a shareholder, both payable on demand. The accumulated deficit reached $157,073, and management states these factors raise substantial doubt about the company’s ability to continue as a going concern.

Black Rock remains a start‑up oil and gas exploration stage company with no current operations and is seeking an acquisition opportunity in the mining sector. Subsequent to the reporting date, the company cancelled 50,000,000 preferred shares and a total of 43,170,500 common shares, significantly changing its capital structure. As of June 15, 2026, it had 200,000,000 common shares outstanding. Management concluded disclosure controls and procedures were not effective.

Positive

• None.

Negative

• Going concern risk: Accumulated deficit of $157,073, no assets or revenue, and explicit substantial doubt about the company’s ability to continue as a going concern.
• Dependence on insider funding: Liabilities include $109,475 due to the CEO and a shareholder and a $32,125 loan, all non‑interest‑bearing and due on demand, leaving limited financing flexibility.
• Weak controls: Management concluded disclosure controls and procedures were not effective as of January 31, 2024, highlighting governance and reporting risk.

Insights

Small-cap fundamentals analyst

Black Rock has no assets, relies on insider funding, and faces going concern risk.

Black Rock Company reports $0 assets and total liabilities of $154,963, while generating no revenue for the nine months ended January 31, 2024. The period’s net loss was modest at $1,000, but the lack of operating activity is more telling than the size of the loss.

Obligations consist mainly of a non‑interest‑bearing loan of $32,125 and $109,475 due to the CEO and a shareholder, both payable on demand. With an accumulated deficit of $157,073 and no cash, the company explicitly acknowledges substantial doubt about its ability to continue as a going concern, while exploring a mining‑sector acquisition.

Subsequent cancellations of 50,000,000 preferred shares and 43,170,500 common shares simplify the capital structure but do not change the operating reality. Disclosure controls were deemed not effective as of January 31, 2024, so future filings will be important for tracking any acquisition progress and changes in financial condition.

Key Figures

Net loss (nine months 2024): $1,000 Net loss (nine months 2023): $16,684 Total liabilities: $154,963 +5 more

8 metrics

Net loss (nine months 2024) $1,000 Nine months ended January 31, 2024

Net loss (nine months 2023) $16,684 Nine months ended January 31, 2023

Total liabilities $154,963 As of January 31, 2024

Accumulated deficit $157,073 As of January 31, 2024

Due to related party $109,475 Non-interest-bearing, due on demand, January 31, 2024

Loan payable $32,125 Non-interest-bearing, due on demand, January 31, 2024

Cash balance $0 As of January 31, 2024

Common shares outstanding 200,000,000 shares As of June 15, 2026

Key Terms

going concern, exploration stage corporation, disclosure controls and procedures, smaller reporting company, +1 more

5 terms

going concern financial

"These factors raise substantial doubt about its ability to continue as a going concern."

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

exploration stage corporation financial

"We are a start-up, oil and gas exploration stage corporation and distributor of oil field equipment."

disclosure controls and procedures regulatory

"We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934."

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

smaller reporting company regulatory

"We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act."

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

accumulated deficit financial

"As reflected in the accompanying financial statements, the Company has an accumulated deficit of $157,073 at January 31, 2024."

Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

10-Q Quarterly Reports: What Changes Quarter to Quarter →

Available on EDGAR 06/12/2026 - 02:14 PM Accepted by SEC EDGAR 06/12/2026 - 02:14 PM Learn about SEC filing dates

FAQ

What were Black Rock Company (BKRP) results for the nine months ended January 31, 2024?

Black Rock Company posted a net loss of $1,000 for the nine months ended January 31, 2024, with no revenue. The loss primarily reflected transfer agent fees, compared with a $16,684 loss a year earlier driven by audit and accounting expenses.

Does Black Rock Company (BKRP) face a going concern risk?

Yes. Black Rock reported an accumulated deficit of $157,073, no current operations, no revenue, and total liabilities of $154,963. Management stated these conditions raise substantial doubt about the company’s ability to continue as a going concern under its existing capital and operating structure.

What is Black Rock Company’s (BKRP) financial position as of January 31, 2024?

As of January 31, 2024, Black Rock reported total assets of $0 and total liabilities of $154,963. Key liabilities include $32,125 in a loan payable and $109,475 due to a related party, both non‑interest‑bearing and payable on demand.

How many shares of Black Rock Company (BKRP) are outstanding?

As of June 15, 2026, Black Rock Company had 200,000,000 shares of common stock issued and outstanding. The filing also notes prior cancellations of 50,000,000 preferred shares and 43,170,500 common shares after the January 2024 balance sheet date.

What subsequent share cancellations did Black Rock Company (BKRP) disclose?

Black Rock disclosed cancellation of 50,000,000 preferred shares on November 20, 2024. It also reported cancellation of 35,500,500 common shares on March 7, 2024 and another 7,670,000 common shares on March 27, 2025, materially altering its capital structure.

Are Black Rock Company’s (BKRP) disclosure controls considered effective?

No. Management, including the CEO and CFO, evaluated disclosure controls and procedures as of January 31, 2024 and concluded they were not effective. They reported no changes in internal control over financial reporting during the quarter that would have materially affected these controls.

false Q3 2024 --04-30 0001580095 0001580095 2023-05-01 2024-01-31 0001580095 2026-06-15 0001580095 2024-01-31 0001580095 2023-04-30 0001580095 2023-11-01 2024-01-31 0001580095 2022-11-01 2023-01-31 0001580095 2022-05-01 2023-01-31 0001580095 us-gaap:PreferredStockMember 2022-04-30 0001580095 us-gaap:CommonStockMember 2022-04-30 0001580095 us-gaap:AdditionalPaidInCapitalMember 2022-04-30 0001580095 brpc:StockSubscriptionsMember 2022-04-30 0001580095 us-gaap:RetainedEarningsMember 2022-04-30 0001580095 2022-04-30 0001580095 us-gaap:PreferredStockMember 2023-04-30 0001580095 us-gaap:CommonStockMember 2023-04-30 0001580095 us-gaap:AdditionalPaidInCapitalMember 2023-04-30 0001580095 brpc:StockSubscriptionsMember 2023-04-30 0001580095 us-gaap:RetainedEarningsMember 2023-04-30 0001580095 us-gaap:PreferredStockMember 2022-05-01 2023-01-31 0001580095 us-gaap:CommonStockMember 2022-05-01 2023-01-31 0001580095 us-gaap:AdditionalPaidInCapitalMember 2022-05-01 2023-01-31 0001580095 brpc:StockSubscriptionsMember 2022-05-01 2023-01-31 0001580095 us-gaap:RetainedEarningsMember 2022-05-01 2023-01-31 0001580095 us-gaap:PreferredStockMember 2023-05-01 2024-01-31 0001580095 us-gaap:CommonStockMember 2023-05-01 2024-01-31 0001580095 us-gaap:AdditionalPaidInCapitalMember 2023-05-01 2024-01-31 0001580095 brpc:StockSubscriptionsMember 2023-05-01 2024-01-31 0001580095 us-gaap:RetainedEarningsMember 2023-05-01 2024-01-31 0001580095 us-gaap:PreferredStockMember 2023-01-31 0001580095 us-gaap:CommonStockMember 2023-01-31 0001580095 us-gaap:AdditionalPaidInCapitalMember 2023-01-31 0001580095 brpc:StockSubscriptionsMember 2023-01-31 0001580095 us-gaap:RetainedEarningsMember 2023-01-31 0001580095 2023-01-31 0001580095 us-gaap:PreferredStockMember 2024-01-31 0001580095 us-gaap:CommonStockMember 2024-01-31 0001580095 us-gaap:AdditionalPaidInCapitalMember 2024-01-31 0001580095 brpc:StockSubscriptionsMember 2024-01-31 0001580095 us-gaap:RetainedEarningsMember 2024-01-31 0001580095 brpc:ZoltanNagyMember 2024-01-31 0001580095 brpc:ZoltanNagyMember 2023-04-30 0001580095 brpc:WalterWeeksMember 2021-04-30 0001580095 2022-07-01 2022-07-31 0001580095 2022-07-31 0001580095 2024-11-01 2024-11-20 0001580095 2024-05-01 2024-05-07 0001580095 2025-03-01 2025-03-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2024

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  000-55281

BLACK ROCK PETROLEUM COMPANY 

(Exact name of registrant as specified in its charter)

Black Rock Petroleum Co 46-2675498

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

#108 2559 Parkview lane Port Coquitlam BC Canada V3c6m1

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (778) 814-7729

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 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 ☐ No ☑ 

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).  Yes  ☐  No ☑

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

Large accelerated filer	☐	Accelerated filer	☐
Non-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 ☐ No ☑

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of June 15, 2026, the issuer had 200,000,000 shares of its common stock issued and outstanding.

BLACK ROCK PETROLEUM COMPANY

FOR THE PERIODS ENDED JANUARY 31, 2024 AND 2023

INDEX TO FINANCIAL STATEMENTS

Balance sheets as of January 31, 2024 and April 30, 202 31	1
Statements of Operations for the three months and nine months ended January 31, 2024 and 2023	2
Statements of Stockholders’ Deficit for the nine months ended January 31, 2024 and 2023	3
Statements of Cash Flows for the nine months ended January 31, 2024 and 2023	4
Notes to Financial Statements	5

BLACK ROCK PETROLEUM COMPANY

BALANCE SHEETS

AS OF JANUARY 31, 2024 AND APRIL 30, 2023

		January 31, 2024 (unaudited)				April 30, 2023 ( audited)
ASSETS
Current Assets
Bank		$	0			$	0
Total Current Assets			0				0
TOTAL ASSETS		$	0			$	0
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		$	13,363			$	13,863
Loan payable			32,125				32,125
Due to related party			109,475				107,975
Total Current Liabilities			154,963				153,963
Total Liabilities			154,963				153,963
Stockholders’ Equity (Deficit)
Preferred Stock, $0.00001 par value,  100,000,000 shares authorized, 100,000,000 and 50,000,000 shares issued and outstanding			1,001				1,001
Common Stock, $0.00001 par value , 200,000,000 shares authorized, 200,000,000 and 160,850,000 shares issued and outstanding, respectively			2,000				2,000
Stock subscription			(891	)			(891	)
Accumulated deficit			(157,073	)			(156,073	)
Total Stockholders’ Equity (Deficit)			(154,963	)			(153,963	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	0			$	0

See accompanying notes to financial statements.

1 

BLACK ROCK PETROLEUM COMPANY

UNAUDITED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2024 AND 2023

		Three months ended January 31, 2024				Three months ended January 31, 2023				Nine months ended January 31, 2024				Nine months ended January 31, 2023
REVENUES		$				$		-		$	—			$	—
OPERATING EXPENSES
General and administrative expenses			0				11,804				1,000				16,684
TOTAL OPERATING EXPENSES			0				11,804				1,000				16,684
LOSS FROM OPERATIONS			0				(11,804	)			(1,000	)			(16,684	)
OTHER INCOME (EXPENSE)			0				0
TOTAL OTHER INCOME (EXPENSE)			0				(11,804	)			(1,000	)			(16,684	)
PROVISION FOR INCOME TAXES			0				0				0				0
NET LOSS			0				(11,804	)		$	(1,000	)		$	(16,684	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			200,000,000				200,000,000				200,000,000				191,300,000

See accompanying notes to financial statements.

2 

BLACK ROCK PETROLEUM COMPANY

UNAUDITED STATEMENT OF STOCKHOLDERS’ DEFICIT 

FOR THE PERIODS ENDED JANUARY 31, 2024 AND 2023

		Preferred stock								Common stock								Additional paid in capital				Stock subscriptions				Deficit
		Shares				Amount				Shares				Amount																Total
Balance, April 30, 2022			50,000,000			$	501				160,850,000			$	1,609				-				(500	)		$	(135,159	)		$	(133,549	)
Stock subscription for shares   (Note 7)			50,000,000				500																								500
Balance April 30, 2022 as adjusted			100,000,000				1,001				160,850,000				1,609				0				(500	)			(135,159	)			(133,049	)
Stock subscription of shares											39,150,000				391								(391	)
Net loss for the period ended January 31, 2023							-								-				-				-				(16,684	)			(16,684	)
Balance, January 31, 202 3			100,000,000			$	1,001				200,000,000			$	2,000			$	0				(891	)		$	(151,843	)		$	(149,733	)
Balance, April 30, 2023			100,000,000			$	1,001				200,000,000			$	2,000				-				(891	)		$	(156,073	)		$	(153,963	)
Net loss for the period ended January 31, 2024							-								-				-				-				(1,000	)			(1,000	)
Balance, January 31, 2024			100,000,000			$	1,001				200,000,000			$	2,000				-			$	(891	)		$	(157,073	)		$	(154,963	)

See accompanying notes to financial statements.

3 

BLACK ROCK PETROLEUM COMPANY

UNAUDITED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JANUARY 31, 2024 AND 2023

		Nine months   ended January 31, 2024				Nine months ended January 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(1,000	)		$	(16,684	)
Adjustments to reconcile net loss to net cash
Increase (decrease) in accounts payable			(500	)			(7,178	)
Net Cash Used in Operating Activities			(1,500	)			(23,862	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used in Investing Activities			0				0
CASH FLOWS FROM FINANCING ACTIVITIES
Preferred share subscription received							500
Advances from related parties			1,500				23,362
Net Cash Provided by Financing Activities			1,500				23,862
Net Increase (Decrease) in Cash and Cash Equivalents			(0	)			(0	)
Cash and cash equivalents, beginning of period			0				0
Cash and cash equivalents, end of period		$	0			$	0

See accompanying notes to financial statements.

4 

BLACK ROCK PETROLEUM COMPANY

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Black Rock Petroleum Company, (“Black Rock” or “The Company”) located at 1361 Peltier Drive, Point Roberts WA, 98281, was formed on April 24, 2013 under the laws of the State of Nevada.  We have not commenced our planned operations. The Company’s fiscal year end is April 30.

We are a start-up, oil and gas exploration stage corporation and distributor of oil field equipment. An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage.  We have not yet generated or realized any revenues from our business operations

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Accounts payable

Accounts payable represent amounts owed by the Company to suppliers for services received during the ordinary course of business. These liabilities are recognized when the obligation is incurred and are expected to be settled within the next fiscal year. Accounts payable are generally settled in accordance with agreed-upon payment terms, which are typically within 90 days The Company does not expect any significant changes in the timing of these payments and classifies these liabilities as current in the balance sheet.

Loans

Loans are recognized initially at the amount of proceeds received, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method. The Company’s loans are typically classified as current or non-current based on the contractual maturity dates. Interest expense on loans is accrued and recognized in the period in which it is incurred. The Company periodically reviews its loan agreements for any modifications or potential impairments. Loans that are due within one year from the balance sheet date are classified as current liabilities.

Income Taxes

The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

5 

The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes.  ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures.  We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.  The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There were no potentially dilutive shares for the periods  ended January 31, 2024 and 202 3.

Recently issued accounting pronouncements  

ASU 2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollar amounts and percentages, with specific categories and further disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pre-tax income (loss) by the applicable statutory rate. The ASU also requires disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis. The adoption had a financial statement disclosure impact only and did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Standards Not Yet Adopted

Recently issued accounting pronouncements  

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new pronouncements that have been issued that might have a material impact on our financial position or results of operations except as noted below:

In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures.

6 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We will analyze the impacts of this update in the upcoming years, and we do not anticipate adopting the update early.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. FASB issued this update to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Management does not expect this new guidance to have any impact on our consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations and Consolidation — Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the Update early.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this update revise the Master Glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers. The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations. The amendments in this update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements.

7 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows:

1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

2. Accounting policy election. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) — Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments in this update exclude from derivative accounting nonexchange-traded contracts with underlying that are based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) — Hedge Accounting Improvements. The amendments in this update clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) — Narrow-Scope Improvements. The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the update early.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $157,073   at January 31, 2024, has no current operations and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is currently seeking an acquisition opportunity with a company in the mining sector.

NOTE 4 - RELATED PARTY TRANSACTIONS

Since the fiscal year ended April 30, 2016, Zoltan Nagy, CEO and Director and a shareholder, have advanced the Company funds to pay for general operating expenses. As of January 31, 2024 and April 30, 202 3, $109,475 and $107,975, respectively, is due to Mr. Nagy and the shareholder. The amount due is unsecured, non-interest bearing and due on demand.

8 

NOTE 5 – LOAN PAYABLE

During the year ended April 30, 2021, Walter Weeks advanced the Company $32,125. The loan is unsecured, non-interest bearing and due on demand. 

NOTE 6 – SHARE CAPITAL

In July 2022, the Company issued 39,150,000 shares of common stock of the company for shares subscriptions receivable of $ 391.

NOTE 7- CORRECTION OF ERROR

In preparing the financial statements for the year ended April 30, 2023, it was noted that there was an error in the reporting of an issuance of preferred shares of the company. As such the balance of preferred shares outstanding was increased by 50,000,000 , preferred shares on the balance sheet was increased by $ 500 and due to related party was decreased by $ 500 for the period ended April 30, 2022. There was no change on the statement of operations as a result of this change.

NOTE 8 – SUBSEQUENT EVENTS  

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements except as noted below.

On November 20, 2024, 50,000,000 shares of preferred stock of the Company were cancelled.

On March 7, 2024 35,500,500 shares of common stock of the Company were cancelled with an additional 7,670,000 shares of common stock of the Company cancelled on March 27, 2025.

9 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up, oil and gas exploration stage corporation and distributor of oil field equipment. An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage.  We have not yet generated or realized any revenues from our business operations.

Results of Operations

We have not yet recognized any revenue as of January 31, 2024.

For the three months and nine months ended January 31, 2024 our net loss was $ nil and $1,000 respectively compared to $ 11,804 and  $16,684 for the three and nine months ended January 31, 2023. During the period we incurred $1,000 for transfer agent fees  . In the prior period we incurred $16,684 for audit and accounting expense and $0 of interest expense.

Liquidity and Capital Resources

As of January 31, 2024, we have no available cash, liabilities of $154,963 and an accumulated deficit of $157,073. During the nine months ended January 31, 2024 we used $1,500 of cash in operations and received $1,500 from our CEO to pay for operating expenses.

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $157,073 at January 31, 2024, has no current operations and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is currently seeking an acquisition opportunity with a company in the mining sector. 

10 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended January 31, 2024 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

11 

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None

12 

ITEM 6. EXHIBITS

Exhibit	Document Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

13 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLACK ROCK PETROLEUM COMPANY
	BY:	/s/ Zoltan Nagy
		Zoltan Nagy
		President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature		Title		Date
/s/ Zoltan Nagy		President, Principal Executive Officer,		June 12, 2026
Zoltan Nagy		Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

14