Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2018

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

For the transition period from _____________ to ____________

Commission file number 000-55343

Perkins Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Nevada		45-5361669
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

17330 Preston Road, Suite 200D, Dallas TX		75252
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 730-6454

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value per share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ No x

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 last 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-K (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-KPer 8K . ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging Growth Company	x

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 x

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 29, 2017, was $8,993,000 based on a $5.29 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (there was no bid or ask price of our common shares during this quarter).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

29,770,241 common shares as of October 10 , 2018.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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Item 1.	Business	3
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	25
Item 9A.	Controls and Procedures	25
Item 9B.	Other Information	26
Item 10.	Directors, Executive Officers and Corporate Governance	27
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	Certain Relationships and Related Transactions, and Director Independence	32
Item 14.	Principal Accounting Fees and Services	33
Item 15.	Exhibits, Financial Statement Schedules	34

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PART I

Item 1. Business

Forward Looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our” mean Perkins Oil & Gas, Inc., unless otherwise indicated.

General Overview

We are an exploration stage company, incorporated in the State of Nevada on May 25, 2012, as a for-profit company, and electing a fiscal year end of June 30.

We are an exploration stage company with limited revenues and operating history. The mailing address of the principal executive offices is 17330 Preston Road, Suite 200D, Dallas, TX 75252. Our telephone number is (201) 730-6454.

We were incorporated to engage in the exploration and development of oil and gas properties. Our first lease was a 25% percent working interest and an 18.75% net revenue interest in 3 acres located in the Perkins Lease in Caddo Pine Island Field that lies in the northern part of Webster Parrish, Louisiana. Effective April 18, 2015 our company transferred its interest in the Perkins Oil Slack (Perkins No. 001, Serial No. 192865) to Indian Wells Investments of LA, LLC.

Also in conjunction with the transfer in exchange for cancellation of outstanding debt of $8,475 our company agreed to pay Four Star Oil Company, Inc. $5,500. Our company is currently looking for a new well.

We received our initial funding of $20,001 through the sale of common stock to our former officer, J. Michael Page, who purchased 4,000,000 shares of our common stock at $0.005 per share on June 15, 2012. On February 1, 2013 our company issued a total of 750,000 shares of common stock to Mr. Page for cash in the amount of $0.01 per share for a total of $7,500. On March 15, 2014, we issued a total of 2,000,000 shares of common stock to various individuals for cash in the amount of $0.01 per share for a total of $20,000. These shares were issued pursuant to our company’s Registration Statement on Form S-1; the offering was closed on March 15, 2014. On June 20, 2014, in a private transaction and pursuant to a share transfer agreement between J. Michael Page and Howard H. Hendricks, Mr. Hendricks purchased 4,750,000 shares of common stock from J. Michael Page.

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On May 13, 2016 in a private transaction and pursuant to a share transfer agreement between Howard H. Hendricks and Betty N. Myers, a director at the time, Mr. Hendricks transferred his 4,750,000 shares of common stock to Ms. Myers.

On February 3, 2017 in a private transaction and pursuant to a share transfer agreement between Betty N. Meyers and Regale Consultants Ltd., Ms. Meyers transferred her 4,750,000 shares of common stock to Regale Consultants Ltd.

On December 18, 2017, our board of directors and a majority of our stockholders of our company approved the implementation of a one-for-twenty-five (1:25) reverse stock split of all of our company’s issued and outstanding common stock. The authorized shares of our company stock remains unchanged. Notice of shareholder approval was mailed to our company’s shareholders on or about January 12, 2018 pursuant to our Schedule 14C Information Statement filed with the Securities and Exchange Commission (SEC) on January 12, 2018.

The reverse stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of February 1, 2018. In addition, on February 28, 2018, our stock symbol was changed to “OOIL”. Our new CUSIP number is 714110202.

From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (May 25, 2012) through June 30, 2018 report $NIL in revenue and a net loss of $23,163,974. Our independent auditor has issued an audit opinion for Perkins Oil & Gas Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Emerging Growth Company

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

We shall continue to be deemed an emerging growth company until the earliest of:

	a.	the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
	b.	the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
	c.	the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
	d.	the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

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Implications Of Being An Emerging Growth Company - The Jobs Act

We qualify as an emerging growth company as that term is used in the JOBS Act.

An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

	·	A requirement to have only two years of audited financial statements and only two years of related MD&A;
	·	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
	·	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
	·	No non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of the reduced reporting requirements applicable to smaller reporting companies even if we no longer qualify as an “emerging growth company.”

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Description Of Business

We are an exploration stage company with limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

We owned a 25% working interest and an 18.75% net revenue interest in a lease of three acres located in Webster Parrish, Louisiana, known as the Perkins Lease. Effective April 18, 2015 our company transferred its interest in the Perkins Oil Slack (Perkins No. 001, Serial No. 192865) to Indian Wells Investments of LA, LLC. Also in conjunction with the transfer in exchange for cancellation of outstanding debt of $8,475 our company agreed to pay Four Star Oil Company, Inc. $5,500. Our company is currently looking for a new well.

Our focus for the current fiscal year will be to pursue acquisition of additional leases and/or existing oil and gas wells which have potential for production, if revenues warrant.

Markets

The availability of a ready market and the prices obtained for produced oil depends on many factors, including the extent of domestic production and imports of oil, the proximity and capacity of pipelines and other transportation facilities, fluctuating demand, the marketing of competitive fuels, and the effects of governmental regulation on production and sales. A ready domestic market for oil exists because of the presence of pipelines for transport. The existence of an international market exists depends upon the presence of international delivery systems and political and pricing factors.

If we are successful in the continuing production of oil on a possible additional property, the target customers for our oil are expected to be refiners, remarketers and third party intermediaries, who either have, or have access to, consumer delivery systems. We intend to sell our oil under both short-term (less than one year) and long-term (one year or more) agreements at prices negotiated with third parties. Currently Spears Oil, a third party operator, picks up the oil and sells it to Shell Oil Company. The price is based upon a 20-day floating average. Typically either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated at intervals ranging in frequency from daily to annually.

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We have not yet adopted any specific sales and marketing plans. However, as we purchase future properties, the need to hire marketing personnel will be addressed.

Competition

We operate in a highly competitive environment for acquiring properties, modernizing existing wells and marketing oil that is produced. The majority of our competitors possess and employ financial, technical and personnel resources substantially greater than ours, which can be particularly important in the areas in which we plan to operate. Those companies may be able to pay more for productive properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial resources permit. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and natural gas industry.

Current competitive factors in the domestic oil and gas industry are unique. The actual price range of crude oil is largely established by major international producers. Pricing for natural gas is more regional; however, more favorable prices can usually be negotiated for larger quantities of oil and/or gas product. In this respect, while we believe we have a price disadvantage when compared to larger producers, we view our primary pricing risk to be related to a potential decline in international prices to a level which could render our production uneconomical.

We are committed to use the services of the existing gathering companies in the area of production. This potentially gives such gathering companies certain short-term relative monopolistic powers to set gathering and transportation costs, because obtaining the services of an alternative gathering company may require substantial additional costs.

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable oil and gas properties or interests, and we cannot give any assurance that suitable properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the industry by:

	·	keeping our costs low;
	·	relying on the strength of our management’s contacts; and
	·	using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

Distribution Methods

Any oil that we produce in the future will be distributed through oil gathering companies. Typically the contract operator makes the arrangements with the gathering companies.

Bankruptcy Or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding.

Reorganizations, Purchase Or Sale Of Assets

There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

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Source And Availability Of Raw Materials

We have no significant raw materials. However, if we are successful in our plan of operations we may make use of numerous oil field service companies.

Major Customers

Any oil we may produce is sold through an operator to marketers and other purchasers that have access to nearby pipeline facilities. Generally, in areas where there is no practical access to pipelines, oil is trucked to storage facilities. We believe that the loss of any of these oil purchasers would not materially impact our business, because we could readily find other purchasers for our oil as produced.

Patents, Trademarks, Franchises, Royalty Agreements Or Labor Contracts

We have no patents, trademarks, licenses, concessions, or labor contracts.

Compliance With Government And Environmental Regulation

Regulation Of Transportation Of Oil

The sales of crude oil are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future.

Our sales of crude oil will be affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state.

Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors. Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.

Regulation Of Production

The production of oil is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. All states, in which we may operate in the future, have regulations governing conservation matters, including provisions for the unitization or pooling of oil properties, the establishment of maximum allowable rates of production from oil wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oil that can be produced from wells and to limit the number of wells or the locations, although companies can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil within its jurisdiction.

The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil industry are subject to the same regulatory requirements and restrictions that affect our operations.

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Environmental Regulation

Oil exploration, development and production operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Historically, most of the environmental regulation of oil production has been left to state regulatory boards or agencies in those jurisdictions where there is significant oil production, with limited direct regulation by such federal agencies as the Environmental Protection Agency. However, while we believe this generally to be the case for our production activities in Louisiana, there are various regulations issued by the Environmental Protection Agency (“EPA”) and other governmental agencies that would govern significant spills, blow-outs, or uncontrolled emissions.

In Louisiana, specific oil regulations apply to the drilling, completion and operations of wells, and the disposal of waste oil and salt water. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the applicable governing state agency.

At the federal level, among the more significant laws and regulations that may affect our business and the oil and gas industry are: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as “CERCLA” or Superfund; the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act, also known as “RCRA”; the Clean Air Act; Federal Water Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking Water Act of 1974.

Compliance with these regulations may constitute a significant cost and effort for us. No specific accounting for environmental compliance has been projected by us at this time. We are not presently aware of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which our acquired property is involved or subject to, or arising out of any predecessor operations.

In the event of a breach of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies which include: ordering a clean-up of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities. In certain egregious situations the agencies may also pursue criminal remedies against us or our principal officers.

Research and Development

We have incurred $Nil in research and development expenditures over the last two fiscal years.

Intellectual Property

We do not currently have any intellectual property.

Employees

As of June 30, 2018, we have no employees. Our sole officer, Sonny Arandia currently devotes 2-4 hours per week to company matters. Once we have received additional funding, or have entered into a new lease or acquired a property, Mr. Arandia will devote as much time to our company as our board of directors determines is necessary to manage the affairs of our company.

We do not foresee hiring employees in the near future. We will engage independent contractors as needed who, under our direction, will fulfill the requirements of engagements that exceed our officers’ time constraints.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

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Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Our principal executive office location and mailing address is 17330 Preston Road, Suite 200D, Dallas, TX 75252. The office is provided by our chief executive officer and no cost to us.

Item 3. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our shares of common stock were listed for quotation on the OTCPink of the OTC Markets under the symbol “PEKN”. On February 28, 2018, in connection with the change of our name, out stock symbol was changed to “OOIL”. Shares of our common stock are thinly traded on the OTCPink.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Markets
Quarter Ended	High		Low
June 30, 2018		1.25		0.635
March 31, 2018		6.0875		0.75
December 31, 2017		39.75		37.5
September 30, 2017		170.5		25
June 30, 2017	$	3.5	$	1.55
March 31, 2017	$	3.25	$	0.01
December 31, 2016	$	N/A ⁽¹⁾	$	N/A ⁽¹⁾
September 30, 2016	$	N/A ⁽¹⁾	$	N/A ⁽¹⁾
June 30, 2016	$	N/A ⁽¹⁾	$	N/A ⁽¹⁾

__________

(1) No trades occurred during this period

Our shares are issued in registered form. Signature Stock Transfer Inc. at 14673 Midway Road, Suite 220, Addison, TX 75001 (Telephone: (972) 612-4120) is the registrar and transfer agent for our common shares.

On August 23, 2018, the shareholders’ list showed 3 registered shareholders with 29,770,241 shares of common stock outstanding.

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Description of Securities

The authorized capital stock of our company consists of 75,000,000 of common stock, at $0.001 par value.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended June 30, 2018.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended June 30, 2018.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operations and Cash Requirements

We are an exploration stage company with limited revenues and operating history. We were incorporated to engage in the exploration and development of oil and gas properties. Our first lease was a 25% percent working interest and an 18.75% net revenue interest in 3 acres located in the Perkins Lease in Caddo Pine Island Field that lies in the northern part of Webster Parrish, Louisiana. Effective April 18, 2015 our company transferred its interest in the Perkins Oil Slack (Perkins No. 001, Serial No. 192865) to Indian Wells Investments of LA, LLC. We are currently looking for new wells.

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Cash Requirements

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through equity financing arrangements,

Our net loss for the fiscal year ended June 30, 2018, was $23,030,843 compared to a net loss of $28,442 at June 30, 2017.

During the fiscal year ended June 30, 2018, we incurred operating expenses of $23,002,825 compared to $27,376 incurred during the year ended June 30, 2017.

As of June 30, 2018, our current assets were $304 compared to $Nil in current assets at June 30, 2017. As of June 30, 2018, our current liabilities were $76,517 compared to $15,370 in current liabilities at June 30, 2017.

Results of Operations - Years Ended June 30, 2018 and 2017

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended June 30, 2018 and 2017, which are included herein.

Our financial statements from inception (May 25, 2012) through June 30, 2018 report $NIL in revenue and a cumulative deficit of $23,163,974.

Year ended June 30, 2018 compared to year ended June 30, 2017.

	Years Ended
	June 30,						Change
	2018			2017			Amount			%
Revenue	$	-		$	-		$	-			-
Operating expenses		(23,002,825	)		(27,376	)		(22,975,449	)		83926
Other expenses		(28,018	)		(1,066	)		(26,952	)		2528
Net loss		(23,030,843	)		(28,442	)		(23,002,401	)		80875

For the year ended June 30, 2018, our net loss was $23,030,843, compared to $28,442 for the year ended June 30, 2017. The increase in net loss was due to the increase in professional fees to remain as a reporting company with the SEC and on the OTC Markets and stock based compensation incurred from common shares issued for director services of $22,950,000

Liquidity and Capital Resources

The following table provides selected financial data about our company as of March 31, 2018 and June 30, 2017, respectively.

Working Capital

	June 30,			June 30,			Change
	2018			2017			Amount			%
Cash and cash equivalents	$	304		$	-		$	304			-

Total current assets	$	304		$	-		$	304			-
Total current liabilities	$	76,517		$	15,370		$	61,147			398
Working capital deficit	$	(76,213	)	$	(15,370	)	$	(60,843	)		396

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Cash Flows

	Years Ended
	June 30,
	2018			2017
Cash Flows used in Operating Activities	$	(53,564	)	$	(9,668	)
Cash Flows used in Investing Activities		(5,483	)		-
Cash Flows provided by Financing Activities		59,351			9,000
Net Increase (decrease) in Cash During Period	$	304		$	(668	)

On June 30, 2018, our Company’s cash balance was $304 and total assets were $304. On June 30, 2017, our Company’s cash balance was $0 and total assets were $0.

On June 30, 2018, our Company had total liabilities of $86,517, compared with total liabilities of $15,370 as at June 30, 2017.

On June 30, 2018, our Company had working capital deficiency of $76,213 compared with working capital deficiency of $15,370 as at June 30, 2017. The increase in working capital deficiency was primarily attributed to the increase in accounts payable, the issuance of promissory notes and note interest accrual during the year ended June 30, 2018.

Cash Flow from Operating Activities

During the year ended June 30, 2018, our Company used $53,564 in operating activities, compared to $9,668 cash used in operating activities during the year ended June 30, 2017. The cash used in operating activities for the year ended June 30, 2018, was attributed to net loss of $23,030,843 reduced by stock based compensation of $22,950,000, impairment of oil and gas property of $5,483, amortization on note discount of $10,000, an increase in accounts payable and accrued liabilities of $969 and an increase in accrued interest payable from the promissory notes of $12,765. The cash used in operating activities for the year ended June 30, 2017, was attributed to net loss of $28,442 reduced by an increase in accounts payable of $17,708 and an increase in accrued interest payable from the promissory notes of $1,066.

Cash Flow from Investing Activities

During the year ended June 30, 2018, our Company used $5,483 in investing activities, compared to $Nil used in investing activities during the year ended June 30, 2017. The cash used in investing activities for the year ended June 30, 2018, was attributed to lease cost on oil and gas property of $5,483.

Cash Flow from Financing Activities

During the year ended June 30, 2018, our Company received $59,351 from financing activities compared to $9,000 received from financing activities during the year ended June 30, 2017. The cash flow from financing activities for the year ended June 30, 2018 derived from proceeds from issuance of promissory notes from an unaffiliated party of $54,228. During the year ended June 30, 2017, we received $9,000 from a related party.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have generated nominal revenues from operations. 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, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing as envisioned by our Offering will result in additional dilution to existing shareholders.

Liquidity and Capital Resources

Our cash balance at June 30, 2018 was $304 with $76,517 in outstanding current liabilities, consisting of $8,798 in accounts payable and accrued liabilities, $5,603 due to a related party, $12,765 in accrued interest payable and $49,351 in promissory note payable. We estimate total expenditures over the next 12 months are expected to be approximately $25,000.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

As of June 30, 2018, our company had a net loss of $23,030,843 and has earned no revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending June 30, 2019. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

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Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Perkins Oil & Gas, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Perkins Oil & Gas, Inc. (the “Company”) as of June 30, 2018 and 2017, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s auditor since 2017.

Lakewood, CO

October 10, 2018

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PERKINS OIL & GAS INC.

BALANCE SHEETS

	June 30, 2018			June 30, 2017
ASSETS
Current Assets
Cash and cash equivalents	$	304		$	-
Total Current Assets		304			-

TOTAL ASSETS	$	304		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	8,798		$	9,767
Due to related party		5,603			5,603
Accrued interest payable		12,765			-
Promissory notes payable		49,351			-
		76,517			15,370

Long Term Liabilities
Convertible notes payable, net of discount amortization of $0		10,000			-
Total Long Term Liabilities		10,000			-

Total Liabilities		86,517			15,370

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 75,000,000 shares authorized; 27,270,241 shares and 270,241 shares issued and outstanding as of June 30, 2018 and June 30, 2017		27,270			270
Additional paid-in capital		23,050,491			117,491
Accumulated deficit		(23,163,974	)		(133,131	)
Total stockholders’ deficit		(86,213	)		(15,370	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	304		$	-

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

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PERKINS OIL & GAS INC.

STATEMENTS OF OPERATIONS

	For the Years Ended
	June30,			June 30,
	2018			2017

REVENUES	$	-		$	-

OPERATING EXPENSES
General and administrative		8,408			27,376
Professional fees		44,417
Stock-based compensation		22,950,000			-
		23,002,825			27,376

LOSS FROM OPERATIONS		(23,002,825	)		(27,376	)

OTHER INCOME (EXPENSES)
Forgiveness of debts		230			-
Impairment of oil and gas property		(5,483	)		-
Interest expense		(22,765	)		(1,066	)
TOTAL OTHER INCOME (EXPENSES)		(28,018	)		(1,066	)

Provision for income taxes		-			-

NET LOSS	$	(23,030,843	)	$	(28,442	)

Basic and Diluted Loss per Common Share	$	(2.46	)		(0.11	)
Basic and Diluted Weighted Average Common Shares Outstanding		9,368,871			270,000

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

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PERKINS OIL & GAS INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Common Stock						Additional
	Number of Shares			Amount			Paid-in Capital		Accumulated Deficit			Total

Balance - June 30, 2016		6,750,000		$	6,750		$	40,751	$	(104,689	)	$	(57,188	)
Net profits		-			-			-		(28,442	)		(28,442	)
Forgiveness of related party liabilities credited to additional paid in capital		-			-			70,260		-			70,260
*Reverse Stock Split 25:1		(6,479,759	)		(6,480	)		6,480		-			-
*Balance - June 30, 2017		270,241		$	270		$	117,491	$	(133,131	)	$	(15,370	)
Shares issued for services		27,000,000			27,000			22,923,000		-			22,950,000
Convertible notes debt discount		-			-			10,000		-			10,000
Net loss		-			-			-		(23,030,843	)		(23,030,843	)
*Balance - June 30, 2018		27,270,241		$	27,270		$	23,050,491	$	(23,163,974	)	$	(86,213	)

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

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PERKINS OIL & GAS INC.

STATEMENTS OF CASH FLOWS

	For the Years Ended
	June 30,			June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,030,843	)	$	(28,442	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		22,950,000			-
Impairment of oil and gas property		5,483			-
Amortization on note discount		10,000			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(969	)		17,708
Accrued interest payable		12,765			1,066
Net cash used in operating activities		(53,564	)		(9,668	)

CASH FLOWS FROM INVESTING ACTIVITIES
Lease cost on oil and gas property		(5,483	)		-
Net cash used in investing activities		(5,483	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable		59,351			9,000
Net cash provided by financing activities		59,351			9,000

Net increase (decrease) in cash and cash equivalents		304			(668	)
Cash and cash equivalents - beginning of period		-			668
Cash and cash equivalents - end of period	$	304		$	-

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing transactions
Replacement of a promissory note by convertible notes	$	10,000		$	-
Forgiveness of related party liabilities credited to additional paid in capital	$	-		$	70,260

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

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PERKINS OIL & GAS INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Perkins Oil & Gas, Inc. (“The Company”) was incorporated in the State of Nevada on May 25, 2012 and established a fiscal year end of June 30. The Company intends to engage in the exploration and development of oil and gas properties. The Company’s activities to date have been limited to organization and capital. The Company is currently looking for new wells.

In connection with the submission of a reverse stock split as previously announced on our Current Report on Form 8-K filed on February 1, 2018, our Company applied to change our ticker symbol from “PEKN” to “OOIL”. The change of ticker symbol become effective at the OTC Markets on February 28, 2018.

Basis of Presentation

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders’ deficit include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $304 and $0 in cash as at June 30, 2018 and June 30, 2017, respectively.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. <see Note 8>

Related Party Balances and Transactions

The Company follows FASB ASC 850, “ Related Party Disclosures ,” for the identification of related parties and disclosure of related party transaction. <see Note 6>

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Fair Value of Financial Instruments

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 -	quoted prices in active markets for identical assets or liabilities

Level 2 -	quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 -	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The recorded amounts of financial instruments, including cash equivalents, accounts payable, and notes payable approximate their market value as of June 30, 2018.

Revenue Recognition

Oil and gas sales result from undivided interests held by the Company in oil and gas properties and royalty revenues. Sales of oil and gas produced from oil and gas operations are recognized when the product is delivered to the purchaser and title transfers to the purchaser. Charges for gathering and transportation are included in production expenses.

Revenue from royalties is recognized as they are earned, when collection is reasonably assured. Royalty revenue is recorded in the same period as the sales that generate the royalty payment.

Stock-Based Compensation

ASC 718, ”Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, ”Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

During the year ended June 30, 2018, the Company incurred stock-based compensation of $22,950,000 for the issuance of 27,000,000 shares of common stock to the newly appointed Executive for CEO, CFO and Director services. <see Note 7>

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Oil and Gas Properties

Oil and gas acquisition expenditures are accounted for in accordance with the successful efforts method of accounting. Direct costs incurred for finding oil and natural gas reserves, are initially capitalized until the properties are evaluated and determined to be either productive or nonproductive. Such evaluations are made on a periodic basis. If an exploratory well is determined to be nonproductive, the costs will be charged to expense.

Basic Income (Loss) Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of June 30, 2018, and June 30, 2017, convertible notes was dilutive instrument and was not included in the calculation of diluted loss per share as their effect would be antidilutive.

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares:

	For the Years Ended
	June 30			June 30
	2018			2017
Numerator:
Net loss available to stockholders	$	(23,030,843	)	$	(28,442	)

Denominator:
Weighted average number of common shares- Basic and Diluted		9,368,871			270,000

Net loss per common share - Basic and Diluted	$	(2.46	)	$	(0.11	)

For the year ended June 30, 2018 and June 30, 2017, respectively, the following convertible notes was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	For the Years Ended
	June 30		June 30
	2018		2017
	(Shares)		(Shares)

Convertible notes payable		2,500,000		-

Recent Accounting Pronouncements

The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of June 30, 2018.

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Adoption of New Accounting Standards

We have adopted the following recent accounting pronouncement in these financial statements with no significant impact on reported financial position, results of operations or cash flow:

ASU 2014-09, Revenue - Revenue from Contracts with Customers. The new standard, as amended, requires that we recognize revenue in the amount to which we expect to be entitled for delivery of promised goods and services to our customers. The new standard also resulted in enhanced revenue-related disclosures, including any significant judgments and changes in judgments. Additionally, the new standard requires the deferral of incremental direct selling costs to the period in which the related revenue is recognized.

We adopted the standard as of January 1, 2018 using the modified retrospective approach applied to all contracts that were not completed at adoption based on the contract terms in existence at adoption. No adjustment was required to beginning retained earnings as a result of this adoption and none of the enhanced revenue-related disclosures were required.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $76,213 and an accumulated deficit of $23,163,974. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – OIL AND GAS PROPERTY

During the year ended June 30, 2018, the Company incurred $5,483 acquisition costs associated with the acquisition of leases in the states of Wyoming, North Dakota and Colorado.

As at June 30, 2018, the Company evaluated the capitalized value of the oil and gas leases and determined to impair the amount in full due to the fact that the Company had no historical cost basis for the leases to perform full-cost ceiling test, and no immediate development plans for the lease land. A total of $5,483 has been expensed as Impairment loss on oil and gas lease during the year ended June 30, 2018.

NOTE 4 – PROMISSORY NOTE PAYABLE

The Company had no promissory notes on June 30, 2017 and had the following principal balances under its promissory notes outstanding as June 30, 2018:

	June 30,
	2018
Promissory Note - July 2017	$	-
Promissory Note - December 2017		22,690
Promissory Note - February 2018		11,953
Promissory Note -June 2018		14,708
		49,351
Less current portion of promissory note payable		(49,351	)
Long-term promissory note payable	$	-

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On July 17, 2017, the Company issued a demand promissory note to an unaffiliated party for cash proceed of $10,000. The note bears interest rate at 50% per annum and is due on demand. On June 16, 2018, the Company replaced the promissory note held by a non-affiliated assignee with two convertible notes at principal amount of $5,000, for total note principal amount of $10,000. (See Note 5)

On December 31, 2017, the Company issued a demand promissory note of $22,690 to an unaffiliated party payment of operating expenses on behalf of the Company. The note bears interest rate at 55% per annum and is due on demand. As of June 30, 2018, the accrued interest on the note was $6,189.

On February 28, 2018, the Company issued a demand promissory note of $11,953 to an unaffiliated party for cash proceed of $8,000 and for payment of $3,953 operating expenses on behalf of the Company. The note bears interest rate at 50% per annum and is due on demand. As of June 30, 2018, the accrued interest on the note was $1,998.

On June 30, 2018, the Company issued a demand promissory note of $14,708 to an unaffiliated party for payment of operating expenses on behalf of the Company. The note bears interest rate at 50% per annum and is due on demand.

NOTE 5 – CONVERTIBLE NOTE PAYABLE

The Company had no convertible notes on June 30, 2017 and had the following principal balances under its convertible notes outstanding as June 30, 2018:

	June 30,
	2018
Convertible Notes - June 2018	$	10,000
Less debt discount		-
		10,000
Less current portion of convertible note payable		-
Long-term convertible notes payable	$	10,000

On June 16, 2018, the Company replaced the promissory note held by a non-affiliated assignee with two convertible notes at principal amount of $5,000, for total note principal amount of $10,000. The convertible notes bear interest at 1% per annum, expire on June 16, 2020 and are convertible at $0.004 per share for the Company common stock.

On June 16, 2018, debt discount on the notes was recognized on its beneficial conversion feature at $10,000 and has been fully amortized and recorded in interest expense.

As of June 30, 2018, the convertible notes payable was $10,000 and accrued interest payable was $4,579.

NOTE 6 – RELATED PARTY TRANSACTIONS

As of June 30, 2018 and June 30, 2017, the amount due to the former Company’s Chief Office for payment of operating expenses on behalf of the Company was $5,603 and $5,603, respectively.

NOTE 7 – STOCKHOLDERS EQUITY

The Company has authorized 75,000,000 shares with a par value $0.001 per share.

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On December 18, 2017, our board of directors and a majority stockholders of our company approved the implementation of a one-for-twenty-five (1:25) reverse stock split of all of our company’s issued and outstanding common stock. As a result of the reverse stock split, every twenty-five (25) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. All fractional shares created by the Reverse Stock Split will be rounded up to the nearest whole share. The number of our company’s authorized shares of common stock remains unchanged. The reverse stock split has been reviewed by the Financial Industry Regulatory Authority (FINRA) and has been approved for filing with an effective date of February 1, 2018. The outstanding shares have been restated retroactively.

On February 28, 2018, the Company issued 27,000,000 common shares valued at $22,950,000 to the newly appointed Executive for CEO, CFO and Director services for year 2018.

As of June 30, 2018 and June 30, 2017, the Company has 27,270,241 and 270,241 common shares issued and outstanding, respectively.

NOTE 8 – INCOME TAX

The Company provides for income taxes under ASC 740, “ Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended June 30, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of June 30, 2018 and June 30, 2017 are as follows:

	June 30, 2018			June 30, 2017
Net operating carryforward	$	(208,491	)	$	(133,131	)
Effective tax rate		21	%		21	%
Tax benefit of net operating loss carryforward		43,783			27,958
Valuation allowance		(43,783	)		(27,958	)
Deferred income tax assets	$	-		$	-

As of June 30, 2018, the Company had $208,491 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2033 and 2038. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2012 through 2018 are subject to review by the tax authorities.

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to June 30, 2018 and through the date that these financials were made available, the Company had the following subsequent events:

On July 27, 2018, the Company issued 2,500,000 shares of common stock for the conversion of convertible notes in the aggregate principal amount of $10,000. Subsequent to the note conversion, the Company has 29,770,241 shares of common stock issued and outstanding.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A. Controls and Procedures

Evaluation Of Disclosure Controls And Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (our chief executive officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 , as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

Management’s Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of June 30, 2018, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

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Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

Insufficient Resources : We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation Of Duties : We have an inadequate number of personnel to properly implement control procedures.

Lack Of Audit Committee & Outside Directors On The Company’s Board Of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Changes In Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name

Position Held with the Company

Age

Date First Elected

or Appointed

Sonny Arandia

Chief Executive Officer, Chief Financial Officer,

Secretary, Treasurer and Director

February 3, 2017

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Sonny Arandia - Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Mr. Arandia brings extensive financial management experience, and was most recently Operations Manager at Forum Energy Inc. He has previously worked as a Financial Analyst at Emerson Electric Asia Ltd.; account supervisor at 3M Service Center APAC; Accounting Manager at SM Retail, Inc; as well as Senior Operations Manager at Hinduja Global Solutions Eastwood. Mr. Arandia has an accounting degree from University of Philippines, as well as MBA from Ateneo De Manila University in 1995.

Our company believes that Mr. Arandia’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

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Employment Agreements

We have no formal employment agreements with any of our directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Compliance with Section 16(A) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended June 30, 2018, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:

Name

Number of

Late Reports

Number of

Transactions Not

Reported on a

Timely Basis

Failure to File

Requested Forms

Sonny Arandia ⁽¹⁾

_________

(1)	The insider was late filing a Form 4, Statement of Changes in Beneficial Ownership.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended June 30, 2018. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of June 30, 2018, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

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Audit Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

Audit Committee Financial Expert

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

	(a)	our principal executive officer;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, 2018 and 2017; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2018 and 2017, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensa-tion ($)

Change in Pension
Value and Nonqualified Deferred Compensa-tion Earnings
($)

All
Other Compensa-tion
($)

Total ($)

Sonny Arandia ⁽¹⁾ CEO, CFO,

2018

Nil

22,950,000

Nil

Secretary, Treasurer and Director

2017

Nil

Betty N. Meyers ⁽²⁾ Former CEO, CFO,

2018

N/A

Secretary, Treasurer and Director

2017

Nil

__________

(1)	Sonny Arandia was appointed Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director on February 3, 2017.

(2)	Betty N. Meyers was appointed President, Secretary, Treasurer, Chief Financial Officer, Chief Executive Officer and Director on May 13, 2016 and resigned all positions held on February 3, 2017.

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There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Grants of Plan-Based Awards

During the fiscal year ended June 30, 2018 we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended June 30, 2018 there were no options exercised by our named officers.

Compensation of Directors

On February 28, 2018, the Company issued 27,000,000 common shares valued at $22,950,000 to the newly appointed Executive for CEO, CFO and Director service.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of August 23, 2018, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percentage of

Class ⁽¹⁾

Sonny Arandia

174 Lantana Street

San Roque, Quezon City

Philippines

27,000,00 Common / Direct

Directors and Executive Officers as a Group

27,000,000

_________________

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 23, 2018. As of August 23, 2018 there were 29,770,241 shares of our company’s common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended June 30, 2018, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

During the year ended June 30, 2017, our company received $8,000 and $1,000 from a related party that bears interest at 4% per annum and was to mature on September 28, 2018, and December 31, 2018, respectively. The total of $9,000 was subsequently forgiven during the year in conjunction with the forgiveness of $58,100 of promissory notes payable.

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During the year ended June 30, 2017, a total of $58,100 of principal promissory notes payable, the accrued interest of $4,227 and payables of $7,933 with various related parties were forgiven. The amounts were forgiven by the former president and directors of our company.

During the year ended June 30, 2017, our Chief Executive Officer paid expenses on behalf of our company of $5,603. No advancement and repayment were made during the year ended June 30, 2018. As of June 30, 2018, $5,603 is owed to this related party.

Director Independence

We currently act with one directors, consisting of Sonny Arandia. We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended June 30, 2018 and for fiscal year ended June 30, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	June 30, 2018		June 30, 2017
Audit Fees	$	18,000	$	13,000
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	$	18,000	$	13,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

		(1)	Financial statements for our company are listed in the index under Item 8 of this document.

		(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on January 1, 2013)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed on January 1, 2013)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer
(32)		Section 1350 Certifications
32.1**		Section 906 Certification by the Principal Executive Officer
101 **		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

_________

* Filed herewith.

** Furnished herewith

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SIGNATURES

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

		PERKINS OIL & GAS, INC.
		(Registrant)

Dated: October 10, 2018		/s/ Sonny Arandia
		Sonny Arandia
		Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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 dates indicated.

Dated: October 10, 2018		/s/ Sonny Arandia
		Sonny Arandia
		Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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