UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31,
2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________
to __________.
Commission File Number: 000-54704
BLACK RIVER PETROLEUM CORP.
(Exact name of registrant as specified in
its charter)
Nevada |
1311 |
98-0642409 |
(State or other jurisdiction of
organization) |
(Primary Standard Industrial
Classification Code) |
(IRS Employer Identification #) |
424 Church Street, Suite 2000
Nashville, Tennessee, TN 37219
(Address of principal executive offices)(Zip
Code)
(615) 651-7383
(Registrant's telephone number, including
area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 x
No ¨
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 ¨ |
Non-accelerated filer ¨
(Do not check if a smaller reporting company) |
|
Smaller reporting company x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of September 19, 2014, 73,231,067 shares of common stock, $0.00001 par value per share, were outstanding.
AMERICAN COPPER CORP.
QUARTERLY REPORT ON FORM 10-Q
July 31, 2014
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
FINANCIAL STATEMENTS
Black River Petroleum Corp. (formerly American Copper Corp.)
(An Exploration Stage Company)
July 31, 2014
(Unaudited)
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Balance Sheets
July 31, 2014 and October 31, 2013
(Unaudited)
| |
July 31, 2014 | | |
October 31, 2013 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 151 | | |
$ | 4,005 | |
Total Current Assets | |
| 151 | | |
| 4,005 | |
Deposit on lease | |
| 150,000 | | |
| 25,000 | |
| |
| | | |
| | |
Total Assets | |
$ | 150,151 | | |
$ | 29,005 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
| |
| | | |
| | |
Accounts Payable and Accrued Liabilities | |
$ | 32,812 | | |
$ | 1,878 | |
Due to Directors | |
| - | | |
| 148,833 | |
| |
| | | |
| | |
Total Liabilities | |
| 32,812 | | |
| 150,711 | |
| |
| | | |
| | |
Stockholders’ Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Common Stock (2,475,000,000 shares authorized, par value 0.00001, 73,231,067 and 71,725,925 shares issued and outstanding) at July 31, 2014 and October 31, 2013, respectively | |
| 732 | | |
| 717 | |
| |
| | | |
| | |
Additional paid-in capital | |
| 1,910,454 | | |
| 1,270,079 | |
| |
| | | |
| | |
Stock payable | |
| 2,248,356 | | |
| 1,500,000 | |
| |
| | | |
| | |
Deficit accumulated during the exploration stage | |
| (4,042,203 | ) | |
| (2,892,502 | ) |
| |
| | | |
| | |
Total Stockholders’ Equity (Deficit) | |
| 117,339 | | |
| (121,706 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 150,151 | | |
$ | 29,005 | |
(The Accompanying Notes are an Integral
Part of These Financial Statements)
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Statements of Operations
For the Three and Nine Month Periods Ended
July 31, 2014 and 2013
and from October 26, 2009 (Inception) to
July 31, 2014
(Unaudited)
| |
Three Month Period Ended July 31, 2014 | | |
Three Month Period Ended July 31, 2013 | | |
Nine Month Period Ended July 31, 2014 | | |
Nine Month Period Ended July 31, 2013 | | |
October 26, 2009 (Inception) through July 31, 2014 | |
| |
| | |
| | |
| | |
| | |
| |
Operating Expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Consulting services | |
$ | 29,388 | | |
$ | 750 | | |
$ | 82,885 | | |
$ | 2,250 | | |
$ | 95,135 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Rent | |
| 5,842 | | |
| 4,133 | | |
| 15,222 | | |
| 10,424 | | |
| 39,027 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Legal and accounting | |
| 14,740 | | |
| 6,335 | | |
| 37,865 | | |
| 14,506 | | |
| 117,033 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 22,019 | | |
| 26,222 | | |
| 90,509 | | |
| 62,472 | | |
| 193,607 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Wages | |
| 143,425 | | |
| - | | |
| 852,356 | | |
| - | | |
| 892,356 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Geological research | |
| 1,000 | | |
| 45,527 | | |
| 34,678 | | |
| 65,527 | | |
| 111,523 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Website development | |
| - | | |
| - | | |
| 17,514 | | |
| 35,645 | | |
| 68,444 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss on Settlement of Debt | |
| - | | |
| - | | |
| 16,537 | | |
| - | | |
| 16,537 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Impairment of mining claims | |
| - | | |
| - | | |
| - | | |
| 2,500,000 | | |
| 2,500,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| 216,414 | | |
| 82,967 | | |
| 1,147,566 | | |
| 2,690,824 | | |
| 4,033,662 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other expense | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| - | | |
| 2,314 | | |
| 2,135 | | |
| 3,389 | | |
| 8,541 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total other expense | |
| - | | |
| 2,314 | | |
| 2,135 | | |
| 3,389 | | |
| 8,541 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
$ | (216,414 | ) | |
$ | (85,281 | ) | |
$ | (1,149,701 | ) | |
$ | (2,694,213 | ) | |
$ | (4,042,203 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss Per Common Share – Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.02 | ) | |
$ | (0.03 | ) | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Common Shares Outstanding | |
| 73,107,074 | | |
| 70,028,261 | | |
| 72,495,088 | | |
| 78,502,564 | | |
| | |
(The Accompanying Notes are an Integral
Part of These Financial Statements)
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Statements of Cash Flows
For the Nine Month Period Ended July 31,
2014 and 2013
and Inception October 26, 2009 to July 31,
2014
(Unaudited)
| |
Nine Month Period Ended July 31, 2014 | | |
Nine Month Period Ended July 31, 2013 | | |
Inception October 26, 2009 to July 31, 2014 | |
| |
| | |
| | |
| |
Operating Activities | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net loss | |
$ | (1,149,701 | ) | |
$ | (2,694,213 | ) | |
$ | (4,042,203 | ) |
| |
| | | |
| | | |
| | |
Adjustments to reconcile net loss to cash used in operating activities: | |
| | | |
| | | |
| | |
Donated capital, consulting services and rent | |
| 4,500 | | |
| 4,500 | | |
| 43,840 | |
Impairment of Mining Claims | |
| - | | |
| 2,500,000 | | |
| 2,500,000 | |
Imputed Interest | |
| 2,135 | | |
| 3,389 | | |
| 8,541 | |
Loss on settlement of debt | |
| 16,537 | | |
| - | | |
| 16,537 | |
Stock based compensation | |
| 806,741 | | |
| - | | |
| 806,741 | |
Changes in operating assets and liabilities: | |
| | | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 30,934 | | |
| (1,110 | ) | |
| 32,812 | |
Other current assets | |
| (125,000 | ) | |
| - | | |
| (150,000 | ) |
| |
| | | |
| | | |
| | |
Net Cash Used in Operating Activities | |
| (413,854 | ) | |
| (187,434 | ) | |
| (783,732 | ) |
| |
| | | |
| | | |
| | |
Financing Activities | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Due to directors | |
| - | | |
| 148,509 | | |
| 148,833 | |
Proceeds from the sale of common stock | |
| 410,000 | | |
| 50,000 | | |
| 635,050 | |
| |
| | | |
| | | |
| | |
Net Cash Provided by Financing Activities | |
| 410,000 | | |
| 198,509 | | |
| 783,883 | |
| |
| | | |
| | | |
| | |
Increase (Decrease) in Cash | |
| (3,854 | ) | |
| 11,075 | | |
| 151 | |
| |
| | | |
| | | |
| | |
Cash - Beginning of Period | |
| 4,005 | | |
| 816 | | |
| - | |
| |
| | | |
| | | |
| | |
Cash - End of Period | |
$ | 151 | | |
$ | 11,891 | | |
$ | 151 | |
| |
| | | |
| | | |
| | |
Supplemental Disclosure of Cash Flow Information | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Interest | |
$ | - | | |
$ | - | | |
$ | - | |
Income taxes | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | |
Non Cash Information | |
| | | |
| | | |
| | |
Share Cancellation | |
$ | - | | |
$ | 1,287 | | |
$ | 1,287 | |
Common stock sold for mineral property | |
$ | - | | |
$ | 2,500,000 | | |
$ | 2,500,000 | |
Common stock issued for settlement of debt to directors | |
$ | 148,833 | | |
$ | - | | |
$ | 148,833 | |
(The Accompanying Notes are an Integral
Part of These Financial Statements)
Black River Petroleum
Corp. (formerly American Copper Corp.)
(An Exploration Stage Company)
Statement of Changes in Stockholders’
Equity (Deficit)
From Inception, October 26, 2009, to July
31, 2014
(Unaudited)
| |
| | |
| | |
| | |
Deficit Accumulated | | |
| |
| |
Common Stock | | |
Additional Paid-in | | |
| | |
During the Exploration | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Stock Payable | | |
Stage | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance at October 26, 2009 | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Issuance of founder’s share | |
| 165,000,000 | | |
| 1,650 | | |
| (1,650 | ) | |
| - | | |
| - | | |
| - | |
Donated services | |
| - | | |
| - | | |
| 500 | | |
| - | | |
| - | | |
| 500 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (775 | ) | |
| (775 | ) |
Balances at October 31, 2009 | |
| 165,000,000 | | |
| 1,650 | | |
| (1,150 | ) | |
| - | | |
| (775 | ) | |
| (275 | ) |
Donated services | |
| - | | |
| - | | |
| 6,150 | | |
| - | | |
| - | | |
| 6,150 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (17,685 | ) | |
| (17,685 | ) |
Balances at October 31, 2010 | |
| 165,000,000 | | |
| 1,650 | | |
| 5,000 | | |
| - | | |
| (18,460 | ) | |
| (11,810 | ) |
Proceeds from common stock | |
| 33,000,000 | | |
| 330 | | |
| 39,670 | | |
| - | | |
| - | | |
| 40,000 | |
Donated capital and services | |
| - | | |
| - | | |
| 20,740 | | |
| - | | |
| - | | |
| 20,740 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (18,691 | ) | |
| (18,691 | ) |
Balances at October 31, 2011 | |
| 198,000,000 | | |
| 1,980 | | |
| 65,410 | | |
| - | | |
| (37,151 | ) | |
| 30,239 | |
Donated services | |
| - | | |
| - | | |
| 6,000 | | |
| - | | |
| - | | |
| 6,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (36,533 | ) | |
| (36,533 | ) |
Balances at October 31, 2012 | |
| 198,000,000 | | |
| 1,980 | | |
| 71,410 | | |
| - | | |
| (73,684 | ) | |
| (294 | ) |
Cancelled shares | |
| (128,700,000 | ) | |
| (1,287 | ) | |
| 1,287 | | |
| - | | |
| - | | |
| - | |
Donated services | |
| - | | |
| - | | |
| 6,000 | | |
| - | | |
| - | | |
| 6,000 | |
Imputed interest | |
| - | | |
| - | | |
| 6,406 | | |
| - | | |
| - | | |
| 6,406 | |
Common stock sold for mineral | |
| 2,000,000 | | |
| 20 | | |
| 999,980 | | |
| 1,500,000 | | |
| - | | |
| 2,500,000 | |
Proceeds from common stock | |
| 425,925 | | |
| 4 | | |
| 184,996 | | |
| - | | |
| - | | |
| 185,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,818,818 | ) | |
| (2,818,818 | ) |
Balances at October 31, 2013 | |
| 71,725,925 | | |
$ | 717 | | |
$ | 1,270,079 | | |
$ | 1,500,000 | | |
$ | (2,892,502 | ) | |
$ | (121,706 | ) |
Proceeds from common stock | |
| 987,653 | | |
| 10 | | |
| 409,990 | | |
| - | | |
| - | | |
| 410,000 | |
Shares issued for debt settlement | |
| 367,489 | | |
| 4 | | |
| 165,366 | | |
| - | | |
| - | | |
| 165,370 | |
Stock based compensation | |
| 150,000 | | |
| 1 | | |
| 58,384 | | |
| 748,356 | | |
| - | | |
| 806,741 | |
Imputed interest | |
| - | | |
| - | | |
| 2,135 | | |
| - | | |
| - | | |
| 2,135 | |
Donated services | |
| - | | |
| - | | |
| 4,500 | | |
| - | | |
| - | | |
| 4,500 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,149,701 | ) | |
| (1,149,701 | ) |
Balances at July 31, 2014 | |
| 73,231,067 | | |
$ | 732 | | |
$ | 1,910,454 | | |
$ | 2,248,356 | | |
$ | (4,042,203 | ) | |
$ | 117,339 | |
(The Accompanying Notes are an Integral
Part of These Financial Statements)
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
The Company was incorporated on October
26, 2009 in the State of Nevada. The Company is an exploration stage corporation and is engaged in the search mineral deposits
or reserves which are not in the development or production stage. The Company intends to explore for oil and gas on its mining
property.
The Company does not have any revenues
and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and
relies upon the sale of our securities and loans from its sole officer and director to fund operations.
GOING CONCERN - These financial statements
have been prepared on a going concern basis, which implies Black River Petroleum Corp. will continue to meet its obligations and
continue its operations for the next fiscal year. Realization value may be substantially different from carrying values
as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should Black River Petroleum Corp. be unable to continue as a
going concern. As at July 31, 2014 Black River Petroleum Corp. has a working capital deficiency, has not generated revenues
and has accumulated losses of $4,042,203 (2013: $2,892,502) since inception. The continuation of Black River Petroleum
Corp. as a going concern is dependent upon the continued financial support from its shareholders, the ability of Black River Petroleum
Corp. to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These
factors raise substantial doubt regarding the Black River Petroleum Corp. ability to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION -These financial statements and related
notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S.
dollars. The Company’s fiscal year-end is October 31.
USE OF ESTIMATES - The preparation of financial
statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life
and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our
estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July
differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the
actual results, our future results of operations will be affected.
CASH AND CASH EQUIVALENTS - The Company
considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We
had no cash equivalents at July 31, 2014 or October 31, 2013.
EXPLORATION STAGE ENTITY – The Company complies with FASB
guidelines for its description as an exploration stage company.
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
– Continued
IMPUTED INTEREST – The Company calculates imputed interest
at a rate of 8% per annum. There was $2,135 imputed interest recorded as donated capital for the nine months ended July 31, 2014.
IMPAIRMENT POLICY –
In 2013, the Company authorized the issuance of 5,000,000 shares of restricted shares of common stock and paid $10,000 for
the mineral property. At October 31, 2013, the Company did an assessment of whether this payment would meet the characteristics
required to record it as an asset at year-end and determined that an impairment charge of $2,500,000 should be reflected as of
October 31, 2013 because the Company could not substantiate that there would be a future economic benefit arising from this payment.
INCOME TAXES - The Company
accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses
has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will
utilize the net operating losses carried forward in future years.
MINERAL CLAIM EXPENDITURES – The
Company capitalizes all direct costs related to the acquisition and exploration of specific mining properties as incurred. These
costs will be amortized against the income generated from the property. If the property is abandoned or impaired, an appropriate
impairment charge will be made.
LOSS PER COMMON SHARE - The
Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation
of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss
per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.
As of July 31, 2014 and October 31, 2013, there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant
to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all
financial instruments included on its balance sheet as of July 31, 2014 and October 31, 2013. The Company’s financial instruments
consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate
their fair value due to the short-term nature of these financial instruments.
RECENTLY ISSUED ACCOUNTING STANDARDS –
In July 2013, FASB issued ASU No. 2013-11, "Presentation
of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists."
The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement
of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward,
with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning
after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated
Financial Statements.
In February 2013, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of
Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications.
Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those
gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU
do not change the current requirements for reporting net income or other comprehensive income in financial statements.
Black River Petroleum Corp. (formerly
American Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued
RECENTLY ISSUED ACCOUNTING STANDARDS – Continued
All of the information that this ASU requires
already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization
to:
| - | Present (either on the face of the statement where net income is presented or in the notes) the
effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but
only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting
period; and |
| - | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification
items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting
period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially
transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. |
The amendments apply to all public and
private companies that report items of other comprehensive income. Public companies are required to comply with these amendments
for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15,
2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact
on our financial position or results of operations.
In January 2013, the FASB issued ASU No.
2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies
which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11.
The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed
unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope
of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while
still giving financial statement users sufficient information to analyze the most significant presentation differences between
financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in
this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected
to have a material impact on our financial position or results of operations.
NOTE 3 -INCOME TAXES
Deferred income taxes arise from temporary
differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred
taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current
or non-current depending on the periods in which the temporary differences are expected to reverse. The company does not have any
uncertain tax positions.
The Company currently has net operating loss carryforwards aggregating
$728,827 (2013: $392,502), which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 3 -INCOME TAXES - Continued
The Company has deferred income tax assets, which have been
fully reserved, as follows as of July 31, 2014:
| |
2014 | | |
2013 | |
Deferred tax assets | |
$ | 247,801 | | |
$ | 133,451 | |
Valuation allowance for deferred tax assets | |
| (247,801 | ) | |
| (133,451 | ) |
Net deferred tax assets | |
$ | - | | |
$ | - | |
NOTE 4 – FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value
Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring
fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair
value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value
measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as
defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions,
about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy under ASC 820-10 are described below:
| • | Level 1 |
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| • | Level 2 |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g.,
interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other
means. |
| • | Level 3 |
Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own
assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs
are developed based on the best information available in the circumstances and July include the Company's own data.) |
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 4 – FAIR VALUE MEASUREMENTS - Continued
The following presents the Company's fair value hierarchy for
those assets and liabilities measured at fair value on a non-recurring basis as of July 31, 2014 and October 31, 2013:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
NOTE 5 - RELATED PARTY TRANSACTIONS
During the nine month period ended July 31, 2014 the Company
recognized a total of $4,500 (2013: $4,500) for rent and services from directors for rent at $250 per month and at $250 per month
for consulting services provided by the President and Director of the Company. These transactions are recorded at the exchange
amount which is the amount agreed to by the transacting parties.
On December 1, 2013, the Company entered
into an employment agreement with Alexander Stanbury, the Company’s President, Chief Executive Officer, Secretary, Treasurer,
Chief Financial Officer and sole member of the Board of Directors (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr.
Stanbury will receive annual base compensation of $120,000, which may be increased but not decreased from time to time as determined
by the Board of Directors of the Company. Mr. Stanbury is entitled to receive 3,000,000 shares (the “Employment Shares”)
of the Company’s Common Stock, 1,000,000 to vest on the date of the Employment Agreement, 1,000,000 to vest on the first
anniversary of the Employment Agreement, and 1,000,000 to vest on the second anniversary of the Employment Agreement. The Employment
Agreement also provides for bonus awards, as well as a benefit package, including medical, disability, and other equity programs.
The term of the Employment Agreement is three (3) years and shall automatically be renewed for successive one (1) year terms thereafter,
unless otherwise notified in writing three (3) months prior to the termination of the agreement. As of July 31, 2014, 1,663,014
shares have been vested and compensation expense of $748,356 was recorded based on the closing price of the shares on the date
of grant.
The Employment Agreement may be terminated
by the Company and by Mr. Stanbury. Should the Employment Agreement be terminated by the Company without cause, by Mr. Stanbury
for good reason, or pursuant to a change of control, Mr. Stanbury is entitled to receive one times his base salary and other benefits
at the time of termination (including any bonus); any earned but unpaid base salary, and accrued but unpaid vacation time. Should
the Employment Agreement be terminated by the Company for cause or by Mr. Stanbury other than for good reason, Mr. Stanbury is entitled
to receive any earned but unpaid base salary, including any bonus and accrued but unpaid vacation time.
On December 11, 2013, the Company issued 367,489 shares of our
common stock, pursuant to a debt settlement agreement (the “Settlement Agreement”) with Mr. Stanbury, the sole officer
and director of the Company, in exchange for a settlement of $148,833 owed to Mr. Stanbury. The common stock issued had a fair
value of $165,370, which resulted in a loss of $16,537.
NOTE 6 – ACQUISITION OF MINERAL CLAIMS
The Company does not intend to conduct exploration activities
on the Ridgetake Copper-Gold Prospect, which is located 125 kilometers south-west of Williams Lake in the Cariboo-Chilcotin region
of south central British Columbia (BC), Canada. The Property comprises 7 mineral claims, Taseko 1 and Taseko 2, and Cu, Cu1, Cu2,
Cu3, and Cu4 totaling 7,733 acres (3,129.48 ha). The first two claims were renewed very recently and now expire on March 14, 2014,
the subsequent five will expire on June 27, 2013. On March 25, 2013, the Company authorized the issuance of 5,000,000 restricted
shares of common stock.
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 6 – ACQUISITION OF MINERAL CLAIMS - Continued
The share consideration is recorded at fair market value at
the date of the transaction. As of July 31, 2014, 2,000,000 common shares have been issued. The remaining 3,000,000 common shares
have not been issued and the share consideration is recorded as a stock payable. Management has determined to record an impairment
charge of $2,500,000 because the property is not revenue producing and the future economic benefits are not substantiated.
NOTE 7 – LEASE OF OIL AND GAS CLAIMS
On October 17, 2013, the company entered into an agreement with
American Land and Exploration Company (“American Land”) to purchase 100% working interest in the 1,840.69 M/L acres
in the oil and gas leases in Henderson, Tennessee. The Company agreed to pay $250,000 as follows:
| - | $25,000 within 10 days of the agreement (paid) |
| - | $25,000 within 45 days of the agreement (paid) |
| - | $100,000 within 135 days of the agreement (paid) |
| - | $100,000 within 225 days of the agreement. |
The final payment of $100,000 is
currently past due, and the Company is in the process of negotiating amendments to the agreement, which will extend the
final payment to December 2014. A final agreement has not been reached as of the date of this Report.
American Land will hold the lease interest in trust for Black
River Petroleum Corp. until such time as the agreement is completed or terminated. In the event of non-payment, the Company will
forfeit its lease interest. American Land is entitled to receive a 7.5% royalty on all production.
The Company has an option to purchase additional 2,000 acres
within a 5 mile radius of the property for $100,000 with 315 days of the date of the agreement.
NOTE 8 – IMPAIRMENT OF MINING CLAIMS
Mineral property claims are tested for impairment when facts
and circumstances suggest that the carrying amount of the mineral property interests exceed their recoverable amounts. The Company
has determined that due to present market conditions, it was necessary to record an impairment of the carrying value of its Ridgestake
Copper-Gold Prospect property as at October 31, 2013. The non-cash loss attributable to the impairment is $2,500,000.
NOTE 9 - COMMON STOCK
On November 28, 2012, the Company filed an Amendment to its
Articles of Incorporation for a 33 for 1 forward stock split (the “Forward Split”). Except as otherwise indicated,
all of the share and per share information referenced in this Report has been adjusted to reflect the Forward Split of our common
stock.
The Company issued 5,000,000 shares (165,000,000 shares post
Forward Split) of stock as founder’s shares to the President and Director of the Company on October 30, 2009.
1,000,000 shares (33,000,000 shares post Forward Split) were
issued in 2011 at $0.04 per share for the total proceeds of $40,000.
As of October 31, 2012, American Copper Corporation had issued
common shares 6,000,000 (198,000,000 common shares post Forward Split).
On November 19, 2012, Irina Cudina cancelled
3,900,000 shares of common stock (128,700,000 shares post Forward Split) (the “Share Cancellation”). Following the
Share Cancellation, Ms. Cudina held 1,100,000 shares of common stock (36,300,000 shares post Forward Split).
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 9 - COMMON STOCK - Continued
On December 17, 2012, the Company, Irina
Cudina (the “Seller”) and Alexander Stanbury (the “Purchaser”) entered into and closed a stock purchase
agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Seller, 1,100,000 shares of common
stock (36,300,000 post , par value $0.00001 per share, of the Company (the “Shares”), representing approximately 52%
of the issued and outstanding shares of the Company, for an aggregate purchase price of $40,000 (the “Purchase Price”)
(the “Stock Purchase”).
On March 25, 2013, the company entered
into an agreement to purchase mineral claim for $10,000 and 5,000,000 common shares. The share consideration is recorded at fair
market value at the date of the transaction. As of October 31, 2013, 2,000,000 common shares have been issued. The remaining 3,000,000
common share consideration is recorded as a stock payable.
On July 9, 2013, the company entered into
an agreement to sell 111,111 common shares for total proceeds of $50,000.
On September 24, 2013, the company entered
into an agreement to sell 148,148 common shares for total proceeds of $60,000.
On October 11, 2013, the company entered
into an agreement to sell 166,666 common shares for total proceeds of $75,000.
On November 4, 2013, the company entered
into an agreement to sell 222,222 common shares for total proceeds of $100,000.
On December 11, 2013, the Company issued 367,489 shares of our
common stock, pursuant to a debt settlement agreement (the “Settlement Agreement”) with Mr. Stanbury, the sole officer
and director of the Company, in exchange for a settlement of $148,833 owed to Mr. Stanbury. The common stock issued had a fair
value of $165,370, which resulted in a loss of $16,537.
On January 8, 2014, the company entered
into an agreement to sell 246,913 common shares for total proceeds of $100,000.
On February 1, 2014, the company entered
into an agreement to sell 370,370 common shares for total proceeds of $150,000.
On March 1, 2014, the company entered into
an agreement to sell 148,148 common shares for total proceeds of $60,000.
On April 3, 2014, the company entered into
an Employment Agreement with Tim Gognat. Pursuant to the agreement, Tim Gognat is entitled to receive 150,000 of the company’s
common stock on the date of the agreement. As of July 31, 2014, 150,000 shares have been issued with 128,689 vested. The value
of the vested shares $58,385 was based on the closing price of the stock on the date of the agreement.
As of July 31, 2014, 1,663,014 common shares
have vested as per Employment Agreement with Mr. Stanbury. As of July 31, 2014, the shares have not yet been issued. The value
of the shares $748,356 was based on the closing price of the stock on the date of grant and is recorded as a stock payable.
As of July 31, 2014, Black River Petroleum
Corp. (formerly American Copper Corp.) has issued 73,231,067 common shares.
Black River Petroleum Corp. (formerly American
Copper Corp.)
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 10 – SUBSEQUENT EVENT
On August 12, 2014, the company entered into an agreement to
sell 68,376 common shares for total proceeds of $40,000.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Cautionary Notice Regarding Forward Looking Statements
The information contained in Item 2
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results
may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set
forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking
statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual
results will not be different from expectations expressed in this report.
This filing contains a number of forward-looking
statements which reflect management’s current views and expectations with respect to our business, strategies, products,
future results and events, and financial performance. All statements made in this filing other than statements of historical fact,
including statements addressing operating performance, events, or developments which management expects or anticipates will or
may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products,
adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information,
are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,”
“estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements,
but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking.
These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results,
performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied
by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any
future events or circumstances.
Readers should not place undue reliance
on these forward-looking statements, which are based on management’s current expectations and projections about future events,
are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below),
and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the
results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences
include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other
communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors
which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
Overview
Black River Petroleum Corp. (the “Company”)
is an Oil and Gas exploration stage company. The Company is based in Nashville, Tennessee and its current focus lies in the exploration
of the Natchez Trace Prospect in Henderson County, Western Tennessee.
The Company was incorporated in the State
of Nevada on October 26, 2009. From inception, the Company was engaged in the development of a website and also the design and
development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012 our management undertook
a change in the Company’s focus to the Natural Resources sector where it was initially engaged in the acquisition and exploration
of base metals and mineral mining properties. After an unsuccessful exploration program on our mineral properties we decided to
remain in the Natural Resources sector but shift our focus to exploration for oil and gas.
On October 17, 2013, the Company, entered
into a Purchase and Sale Agreement (the “Purchase Agreement”), with American Land and Exploration Company (“American
Land”) whereby the Company acquired from American Land a 100% undivided right, title and working interest in certain oil
and gas interests (the “Leases”) which comprise a parcel of 1,840.69 M/L acres in Henderson County Tennessee, the Natchez
Trace Prospect (the “Natchez Trace Prospect”) in exchange for $250,000 (the “Purchase Price”) to be paid
as follows: (i) $25,000 within ten (10) days of the Effective Date; (ii) $25,000 within forty-five (45) days of the Effective Date,
(iii) $100,000 within one hundred and thirty-five (135) days of the Effective Date; and (iv) $100,000 within two hundred and twenty-five
(225) days of the Effective Date. The final payment of $100,000 is currently past due, and the Company is in the process of negotiating
amendments to the agreement, which will extend the final payment to December 2014. A final agreement has not been reached as of
the date of this Report. The Company will also receive an 80% net revenue interest in the Leases. The closing is conditioned on
the Company making full payment of the Purchase Price, which shall occur no later than two hundred and twenty-five days following
the Effective Date. American Land is entitled to receive 7.5% of any Overriding Royalty Interest in the Leases. Pursuant to the
Purchase Agreement, the Company has agreed to pay an additional $100,000 to American Land within three hundred and fifteen (315)
days of the Effective Date, subject to: (i) American Land providing the Company with a 100% undivided right, title and working
interest in leases comprising an additional 2,000 acre property; (ii) the Company obtaining a first right to purchase any additional
acreage in excess of 2,000 acres acquired by American Land within certain areas; and (iii) American Land shall be entitled to receive
7.5% of any Overriding Royalty Interest in such property.
On October 24, 2013, the Company filed
a Certificate of Amendment to its Articles of Incorporation (the “2013 Amendment”) to change its name from “American
Copper Corp.” to “Black River Petroleum Corp.”
The Company has changed its name to reflect
the change in strategy to focus on the oil and gas industry. This decision was taken by management in response to disappointing
results from the exploration program undertaken on the Ridgestake Copper-Gold prospect in British Columbia. It was decided that
it was in the best interests of the Company not to expend any more of its resources on metals exploration in British Columbia.
The Company’s management are of the
opinion that, in the current economic cycle, raising further capital for grass roots metals exploration programs would be extremely
challenging and it is difficult to predict when investors’ confidence in these sorts of assets will improve, as such, the
Company’s management has decided to change the focus of the Company to a different, mainstream, part of the natural resources
sector, specifically oil and gas, where we feel we will have a better chance of raising capital and developing a successful project.
On March 1, 2014, the Company entered into
a Technical Services Agreement with MHA Petroleum Consultants, LLC. a Denver-based consultancy firm that provide a broad range
of oil reservoir management services to the Oil & Gas Industry. The Board commissioned MHA to write an Independent Petroleum
Engineers’ report on its Natchez Trace Prospect.
This work is currently ongoing and MHA
are producing a 3rd party evaluation of the Natchez Trace prospect which includes seismic reprocessing and interpretation; petrophysical
evaluation of both the seal and reservoir, and source potential; structural mapping, using the Company’s existing exploration
data, including offset well tops and detailed volumetrics for the prospect as well as a proposed work program going forward. MHA
have also reviewed all the previous work undertaken for the Company and confirmed that it was performed to industry best standards.
Plan of Operation
We are an exploration stage corporation
and have not started operations. As at July 31, 2014 Black River Petroleum Corp. has a working capital deficiency, has not generated
revenues and has accumulated losses of $4,042,203 since inception
Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues or profits.
Recently, our management has undertaken a change in its focus to oil and gas, where the Company’s management feels the Company
will have a better chance of raising capital and developing a successful project. We are not anticipated to start generating revenues
for the foreseeable future until we have acquired, explored and developed successful oil and gas related projects, all of which
may not occur successfully.
We have only one officer and director.
He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls
under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the
controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause
us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Limited Operating History
There is no historical financial information
about us upon which to base an evaluation of our performance. We are an early exploration stage company and have not generated
any revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital resources. There is no guarantee that we will find
economic quantities of Oil or Gas.
Results of Operations
Revenues
As of the date of this report, we have
yet to generate any revenues from our business operations.
Operating Expenses
For the three and nine months ended
July 31, 2014 and 2013
For the three months ended July 31, 2014
and 2013 we incurred operating expenses in the amount of $216,414, and $82,967 respectively. Our operating expenses were comprised
of: (i) consulting services expenses of $29,388 and $750 for the quarters ended July 31, 2014 and 2013, (ii) rent expenses of $5,842
and $4,133 for the quarters ended July 31, 2014 and 2013 respective, (iii) legal and accounting expenses of $14,740 and $6,335
for the quarters ended July 31, 2014 and 2013 respectively, (iv) general and administrative expenses of $22,019 and $26,222 for
the quarters ended July 31, 2014 and 2013 respectively, (v) geological research expenses of $1,000 and $45,527 for the quarters
ended July 31, 2014 and 2013 respectively, and (vi) wage expenses of $143,425 and $0 for the quarters ended July 31, 2014 and 2013
respectively;.
For the nine months ended July 31, 2014
and 2013 we incurred operating expenses in the amount of $1,147,566, and $2,690,824 respectively. Our operating expenses were comprised
of: (i) consulting services expenses of $82,885 and $2,250 for the nine months ended July 31, 2014 and 2013, (ii) rent expenses
of $15,222 and $10,424 for the nine months ended July 31, 2014 and 2013 respective, (iii) legal and accounting expenses of $37,865
and $14,506 for the nine months ended July 31, 2014 and 2013 respectively, (iv) general and administrative expenses of $90,509
and $62,472 for the nine months ended July 31, 2014 and 2013 respectively, (v) web development expenses of $17,514 and $35,645
for the nine months ended July 31, 2014 and 2013 respectively, (vi) geological research expenses of $34,678 and $65,527 for the
nine months ended July 31, 2014 and 2013 respectively, (vii) wage expenses of $852,356 and $0 for the nine months ended July 31,
2014 and 2013 respectively, and (viii) impairment of our mineral property interests of $0 and $2,500,000 for the nine months ended
July 31, 2014 and 2013 respectively.
Net Loss
Our net loss for the three months ended
July 31, 2014 and 2013 was $216,414 and $85,281 respectively. Our net loss for the nine months ended July 31, 2014 and 2013 was
$1,149,701 and $2,694,213 respectively. The increase in net loss was the result of change in strategy to focus on the exploration
business.
Liquidity and Capital Resources
Currently the Company has no operations
and one salaried employee, Alexander Stanbury, our sole officer and director. We currently require very limited resources but intend
to hire consultants in the beginning of 2014 to being exploration on the Natchez Trace Prospect. In due course, should the Company
require capital for acquisition of licenses and/or for exploration we will need to raise additional capital. There is no guarantee
that the Company will be able to raise further capital. At present, we have not made any arrangements to raise additional capital.
If we need additional capital and cannot
raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. Other than as described
in this paragraph, we have no other financing plans.
On July 3, 2013, the Company entered into an investment agreement
(the “Investment Agreement”), with US Copper Investments Ltd. ( “US Copper”), whereby the US Copper shall
have the option to purchase up to $12,500,000 of Common Stock. As a result of the Company’s decision to change its strategy
to focus on the oil and gas industry, the parties have agreed to allow the Investment Agreement to expire. The Company will issue
no further put notices, nor receive any further funds pursuant to the Investment Agreement.
As of July 31, 2014, our total assets were $150,151 and our
total liabilities were $32,812.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recent Accounting Pronouncements
In July 2013, FASB issued ASU No. 2013-11, "Presentation
of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists."
The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement
of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward,
with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning
after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated
Financial Statements.
In February 2013, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of
Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications.
Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those
gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU
do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the
information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The
new amendments will require an organization to:
| - | Present (either on the face of the statement where net income is presented or in the notes) the
effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but
only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting
period; and |
| - | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification
items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting
period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially
transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. |
The amendments apply to all public and
private companies that report items of other comprehensive income. Public companies are required to comply with these amendments
for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15,
2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact
on our financial position or results of operations.
In January 2013, the FASB issued ASU No.
2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies
which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11.
The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed
unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope
of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while
still giving financial statement users sufficient information to analyze the most significant presentation differences between
financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in
this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected
to have a material impact on our financial position or results of operations.
We have reviewed
accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.
The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does
not believe that any new or modified principles will have a material impact on the corporation’s reported financial position
or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and
certain standards are under consideration. Those standards have been addressed in the notes to the audited financial statement
and in our Annual Report, filed on Form 10-K for the period ended October 31, 2013.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk.
As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the
supervision and with the participation of our management, including our principal executive officer and principal financial officer,
of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act
(defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as
of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Our management, including our principal
executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal
controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this
report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Controls Over Financial
Reporting.
In addition, our management with the participation
of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over
financial reporting occurred during or subsequent to the quarter ended July 31, 2014 that has materially affected, or is (as that
term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect,
our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved
in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
Item 1A. Risk Factors.
As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
(a) Exhibits
Exhibit
Number |
|
Description |
31.1 |
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
XBRL Taxonomy Schema |
101.CAL |
|
XBRL Taxonomy Calculation Linkbase |
101.DEF |
|
XBRL Taxonomy Definition Linkbase |
101.LAB |
|
XBRL Taxonomy Label Linkbase |
101.PRE |
|
XBRL Taxonomy Presentation Linkbase |
* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished
and not filed.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: September 22, 2014 |
BLACK RIVER PETROLEUM CORP. |
|
|
|
|
|
/s/ Alexander Stanbury |
|
|
Alexander Stanbury |
|
|
President, Chief Executive Officer, Secretary, |
|
|
Treasurer, and Chief Financial Officer. |
|
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE
SARBANES-OXLEY ACT OF 2002
I, Alexander Stanbury, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Black River Petroleum Corp.;
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 quarterly report;
3. Based
on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 quarterly 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; |
| 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 quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; |
5. The
registrant’s other certifying officer and I have disclosed, based on our 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 function):
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls
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 controls over financial reporting. |
Date: September 22, 2014 |
By: |
/s/ Alexander Stanbury |
|
|
|
Alexander Stanbury
President, Chief Executive Officer,
Secretary, Treasurer and Chief
Financial Officer
(Principal Executive Officer and
Principal
Financial Officer) |
|
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER
AND PRINCIPAL FINANCIAL OFFICER
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 Black River Petroleum Corp., (the “Company”) on Form 10-Q for the period ended July 31, 2014 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), Alexander Stanbury, Chief Executive Officer and Chief Financial
Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 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 the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company. |
Date: September 22, 2014 |
By: |
/s/ Alexander Stanbury |
|
|
|
Alexander Stanbury
President, Chief Executive Officer,
Secretary, Treasurer and Chief
Financial Officer
(Principal Executive Officer and
Principal
Financial Officer) |
|
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.