Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

	For the quarterly period ended December 31, 2023

or

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

	For the transition period from ________ to________

Commission File Number 333-196409

PETROGAS COMPANY

(Exact name of registrant as specified in its charter)

Nevada

98-1153516

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2800 Post Oak Boulevard, Suite 4100, Houston TX		77056
(Address of principal executive offices)		(Zip Code)

(832) 899-8597

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ NO

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

22,996,680 common shares issued and outstanding as of January 12, 2024

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PETROGAS COMPANY

BALANCE SHEETS

(Unaudited)

	December 31,			March 31,
	2023			2023
ASSETS
Total Current Assets	$	-		$	-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Bank indebtedness	$	322		$	322
Accounts payable and accrued liabilities		13,818			28,195
Accrued interest		285,543			245,439
Advances from related party		137,141			101,174
Convertible promissory notes, net of debt discount		200,286			219,768
Promissory note		6,962			6,962
Promissory note - related party		42,683			42,683
Total Current Liabilities		686,755			644,543

Asset retirement obligations		83,580			83,580
		83,580			83,580

TOTAL LIABILITIES		770,335			728,123

SHAREHOLDERS' DEFICIT
Common stock: 300,000,000 authorized; $0.001 par value 22,996,680 shares and 21,048,440 shares issued and outstanding, respectively		22,997			21,048
Additional paid in capital		141,469,948			141,452,414
Accumulated deficit		(142,263,280	)		(142,201,585	)
TOTAL SHAREHOLDERS' DEFICIT		(770,335	)		(728,123	)

TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT	$	-		$	-

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

Table of Contents

PETROGAS COMPANY

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2023			2022			2023			2022

OPERATING EXPENSES
Professional fees	$	5,300		$	4,750		$	21,590		$	24,400
General and administrative expense		-			-			-			50
Total operating expenses		5,300			4,750			21,590			24,450

Loss from Operations		(5,300	)		(4,750	)		(21,590	)		(24,450	)

OTHER EXPENSE
Interest expense		12,580			14,776			40,105			44,169
Total other expense		12,580			14,776			40,105			44,169

NET LOSS	$	(17,880	)	$	(19,526	)	$	(61,695	)	$	(68,619	)

NET LOSS PER SHARE, BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED		24,677,595			21,048,440			22,275,754			21,048,440

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

Table of Contents

PETROGAS COMPANY

STATEMENTS OF SHAREHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Unaudited)

Nine months ended December 31, 2023

					Additional					Total
	Common Stock				Paid in		Accumulated			Stockholder's
	Number of Shares		Amount		Capital		Deficit			Deficit

Balance - March 31, 2023		21,048,440	$	21,048	$	141,452,414	$	(142,201,585	)	$	(728,123	)
Net loss		-		-		-		(25,266	)		(25,266	)
Balance - June 30, 2023		21,048,440	$	21,048	$	141,452,414	$	(142,226,851	)	$	(753,389	)
Issuance of common stock for note conversion		1,948,240		1,949		17,534		-			19,483
Net loss		-		-		-		(18,549	)		(18,549	)
Balance - September 30, 2023		22,996,680	$	22,997	$	141,469,948	$	(142,245,400	)	$	(752,455	)
Net loss		-		-		-		(17,880	)		(17,880	)
Balance - December 31, 2023		22,996,680	$	22,997	$	141,469,948	$	(142,263,280	)	$	(770,335	)

Nine months ended December 31, 2022

					Additional					Total
	Common Stock				Paid in		Accumulated			Stockholder's
	Number of Shares		Amount		Capital		Deficit			Deficit

Balance - March 31, 2022		21,048,440	$	21,048	$	141,452,414	$	(142,099,010	)	$	(625,548	)
Net loss		-		-		-		(29,516	)		(29,516	)
Balance - June 30, 2022		21,048,440	$	21,048	$	141,452,414	$	(142,128,526	)	$	(655,064	)
Net loss		-		-		-		(19,577	)		(19,577	)
Balance - September 30, 2022		21,048,440	$	21,048	$	141,452,414	$	(142,148,103	)	$	(674,641	)
Net loss		-		-		-		(19,526	)		(19,526	)
Balance - December 31, 2022		21,048,440	$	21,048	$	141,452,414	$	(142,167,629	)	$	(694,167	)

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

Table of Contents

PETROGAS COMPANY

STATEMENT OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	December 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(61,695	)	$	(68,619	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(14,376	)		(3,127	)
Accrued interest		40,104			44,169
Net cash used in Operating Activities		(35,967	)		(27,577	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		35,967			27,577
Net cash provided by Financing Activities		35,967			27,577

Net changes in cash and cash equivalents		-			-
Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	-		$	-

Supplemental cash flow information
Cash paid for interest		-			-
Cash paid for taxes		-			-

Non-cash transactions:
Conversion of convertible notes into common shares	$	19,482		$	-

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

Table of Contents

PETROGAS COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PERSENTATION

Organization and nature of business

PetroGas Company (Formerly America Resources Exploration Inc. (the “Company”)), was incorporated in the State of Nevada on January 24, 2014. The Company was incorporated under the name Alazzio Entertainment Corp. and changed its name to America Resources Exploration Inc. on April 17, 2015. Subsequently, on January 20, 2016, the Company changed its name to PetroGas Company. On June 12, 2015, the Company completed an acquisition of working interests in certain oil & gas properties. All share amounts in these financial statements have been adjusted to reflect this stock split.

NOTE 2 – GOING CONCERN

The Company had no significant revenues from the inception through December 31, 2023. As of December 31, 2023, the Company has an accumulated deficit of $142,263,280. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations.

The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2024. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 as filed with the Securities and Exchange Commission on July 10, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The estimates on depreciation were based on the estimated useful lives of the Company’s assets. Any estimates during the period have had an immaterial effect on earnings.

Oil and Gas Properties – Full Cost Method

The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on nonproducing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to operations.

Table of Contents

The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized as depreciation, depletion and amortization expense using the units-of-production method based on estimated proved recoverable oil and gas reserves.

The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful.

All items classified as unproved property are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of various factors, including, but not limited to, the following: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; assignment of proved reserves; and economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization.

Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent (10%), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the unweighted arithmetic average of the first day of the month price for each month within the 12-month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period.

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.

Asset Retirement Obligations

The Company records a liability for asset retirement obligations (“ARO”) associated with its oil and gas wells when those assets are placed in service. The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its then-present value.

Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

Table of Contents

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information,

The carrying value of all assets and liabilities approximated their fair values as December 31, 2023 and March 31, 2023, respectively.

Earnings or Loss Per Share

In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

For the nine months ended December 31 2023 and 2022, net loss per shares as the result of the computation was anti-dilutive:

	December 31,		December 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		20,028,538		21,976,778

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and we do not expect the adoption of this guidance to have a material impact on our financial statements.

Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Table of Contents

NOTE 4 – ASSET RETIREMENT OBLIGATIONS

The Company has asset retirement obligations for any wells that are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration. For the purpose of determining the fair value of ARO incurred during the fiscal year ended March 31, 2016, the Company used the following assumptions.

Inflation Rate		3	%
Estimated asset life	20 years
Credit adjusted risk free interest rate		18	%

As at March 31, 2016, the Company determined to fully impair its shut in wells given a lack of production over a period in excess of two years, and the uncertainty in returning the wells to production in the future. As a result, the Company has recorded a long term liability equal to the full value of the ARO.

As of December 31, 2023 and March 31, 2023, a total of $83,580 is recorded as asset retirement obligations, respectively

NOTE 5 – PROMISSORY NOTE – RELATED PARTY

On December 31, 2016, the Company entered into a promissory note with a majority shareholder, Rise Fast Limited, for an amount of $240,683. The promissory note bears interest at a rate of 2% per annum and is payable on December 31, 2019.

On July 10, 2017, the Company, along with the holder of the promissory note to assigned $174,000 of the promissory note to four individuals not related to the Company. Refer to Note 7 for further details. On October 6, 2017, the Company issued 24,000,000 common shares to the holder of the promissory note for the assignment of the notes of $24,000.

On December 31, 2019, the maturity dates of the notes were extended for three years to December 31, 2022 and the interest rate was amended to 15% per annum.

As of December 31, 2023 and March 31, 2023, the promissory note payable was $42,683 and accrued interest payable was $30,376 and $25,552, respectively.

NOTE 6 – PROMISSORY NOTE

On May 31, 2019, the Company issued a promissory note to a legal firm at principal amount of $6,963 for the payable amount to a vendor. The note has a three month term and bears interest at 2% per annum compounded monthly. The note is now at default.

As of December 31, 2023 and March 31, 2023, the promissory note payable was $6,963 and accrued interest payable was $639 and $534, respectively.

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

On July 10, 2017, a total of $174,000 was assigned from a promissory note to four individuals not related to the Company. Each of the convertible promissory notes has a principal value of $43,500, maturity date of July 10, 2019, bears interest at 4% per annum, and are convertible at a rate of $0.03 per share. On October 6, 2017, the four convertible promissory notes were amended to an interest rate of 0.5% per annum, the maturity date was amended to July 10, 2020, and the conversion price was amended to $0.01 per share.

On October 11, 2017, four individual holders that have $174,000 of convertible promissory notes, converted a total of $58,000, or $14,500 each, for a total of 5,800,000, or 1,450,000 common shares each.

A debt discount on the notes was recognized of $174,000. As of December 31, 2023, the unamortized amount of the debt discounts has been fully amortized.

Table of Contents

On December 31, 2017, the Company entered into a convertible promissory note for $9,230 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $9,230 was expensed upon issuance of the note. On March 12, 2019, the note holder sold to three unaffiliated parties an interest in the note equal to the principal amount of $1,900 each. On May 1, 2019, total principal amount of $5,700 of the three $1,900 convertible notes was converted to 570,000 shares of common stock.

On March 31, 2018, the Company entered into a convertible promissory note for $20,773 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $20,773 was expensed upon issuance of the note.

On June 30, 2018, the Company entered into a convertible promissory note for $10,667 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $10,667 was expensed upon issuance of the note.

On September 30, 2018, the Company entered into a convertible promissory note for $7,167 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $7,167 was expensed upon issuance of the note.

On December 31, 2018, the Company entered into a convertible promissory note for $2,411 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $2,411 was expensed upon issuance of the note.

On March 31, 2019, the Company entered into a convertible promissory note for $10,194 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $10,194 was expensed upon issuance of the note.

On June 30, 2019, the Company entered into a convertible promissory note for $7,243 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $7,243 was expensed upon issuance of the note.

On September 30, 2019, the Company entered into a convertible promissory note for $9,483 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $9,483 was expensed upon issuance of the note. During the nine months ended December 31, 2023, the Company issued 948,240 shares of common stock for the conversion of the note of $9,483.

On December 31, 2019, the Company entered into a convertible promissory note for $5,454 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 55% per annum, and is convertible at $0.01 per share. The debt discount of $5,454 was expensed upon issuance of the note. On October 11, 2021, the Company issued 1,000,000 shares of common stock for partial repayment of $1,000 of the convertible note. As of December 31, 2021, the outstanding principal amount of the convertible note was $4,454. (See Note 8)

On March 31, 2020, the Company entered into a convertible promissory note for $5,712 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 35% per annum, and is convertible at $0.01 per share. The debt discount of $5,712 was expensed upon issuance of the note.

On June 30, 2020, the Company entered into a convertible promissory note for $10,000 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 35% per annum, and is convertible at $0.01 per share. The debt discount of $10,000 was expensed upon issuance of the note. During the nine months ended December 31, 2023, the Company issued 1,000,000 shares of common stock for the conversion of the note of $10,000.

On September 30, 2020, the Company entered into a convertible promissory note for $4,884 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 35% per annum, and is convertible at $0.01 per share. The debt discount of $4,884 was expensed upon issuance of the note.

Table of Contents

On December 31, 2020, the Company entered into a convertible promissory note for $7,250 with an individual not related to the Company. The convertible promissory note is due on demand, bears interest at 35% per annum, and is convertible at $0.01 per share. The debt discount of $7,250 was expensed upon issuance of the note.

As of December 31, 2023 and March 31, 2023, the convertible note payable was $200,286 and accrued interest payable was $253,386 and $218,210 respectively.

NOTE 8 – COMMON STOCK

The Company has 300,000,000 authorized common shares at $0.001 par value.

During the nine months ended December 31, 2023, the Company issued 1,948,240 shares of common stock for the conversion of convertible notes of $19,482.

As of December 31, 2023 and March 31, 2023, the issued and outstanding common shares were 22,996,680 shares and 21,048,440 shares, respectively.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the nine months ended December 31, 2023 and 2022, the Director of the Company made advancement of $35,967 and $27,577 for operation expenses on behalf of the Company, respectively. The loan is non-interest bearing and due on demand.

As at December 31, 2023 and March 31, 2023, the Company had advances from related parties of $137,141 and $101,174 respectively.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to December 31, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly 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 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 unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” means PetroGas Company, unless otherwise indicated.

Corporate Overview

We were incorporated under the name Alazzio Entertainment Corp. on January 24, 2014, under the laws of the State of Nevada. Our original business plan was to operate photo booth rentals.

On April 3, 2015, a change in control occurred by virtue of our company’s largest shareholder, Dmitri Kapsumun selling 900,000 shares (split adjusted) of our common stock to Rise Fast Limited, a Hong Kong corporation. Such shares represented 71.77% of our total issued and outstanding shares of common stock. As part of the sale of the shares, Rise Fast Limited arranged with the resigning member of our company’s Board of Directors, to appoint Mr. Huang Yu as the sole officer and director of our company.

On April 16, 2015, we filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby we amended our Articles of Incorporation by increasing our authorized number of shares of common stock from 75 million to 300 million (not adjusted for the one (1) for one hundred (100) stock split) and increasing all of our issued and outstanding shares of common stock at a ratio of fifteen (15) shares for every one (1) share held. Our Board of Directors approved this amendment on April 15, 2015 and shareholders holding 71.77% of our issued and outstanding shares approved this amendment via a written consent executed on April 16, 2015.

Effective April 29, 2015 we changed our name to America Resources Exploration Inc. by way of a merger with our wholly-owned subsidiary, incorporated solely for the purpose of the change of name.

On June 10, 2015, we entered into an Asset Purchase Agreement with Zheng Xiangwu, a resident of Guang Dong Province, China, whereby we issued 40,000 million shares of its common stock in exchange for rights to certain oil and gas leases located in Frio and Atascosa Counties, Texas, consisting of a total of 714 total acres of land, two (2) working wells and a total of seven (7) wells (the “Leases”). The acquisition of the Leases pursuant to the Asset Purchase Agreement was completed on June 1, 2015. As a result of the completion of this acquisition, 40,000 shares of our company’s common stock were issued to Mr. Zheng Xiangwu, who owns our company’s largest shareholder, Rise Fast Limited. The number of shares issued to Mr. Zheng was determined by valuing the Leases at $160,000 and valuing our company’s stock at $0.04 per share. At the completion of the Asset Purchase Agreement, we entered into the oil and gas industry.

Table of Contents

On June 11, 2015, we entered into various assignment agreements with Mr. Zheng for the acquisition of multiple oil and gas leases and overriding royalty interests (“ORR’s”) as set out in the table below. From July 6, 2015 through July 9, 2015, we completed the acquisition of such oil and gas leases and ORR’s, whereby we issued a total of 6,500 shares of our common stock to Mr. Zheng.

Assignment Date	Name of The Property	Type of Property	Location

June 11^th, 2015	Ellis County	Overriding Royalty Int.	Oklahoma
June 11^th, 2015	Hemphill County	Overriding Royalty Int.	Texas
June 11^th, 2015	Madison County	Wellbore Interest	Texas
June 11^th, 2015	Shelby County	Wellbore Interest	Texas
June 11^th, 2015	Emergy County	Lease Purchase	Utah

On June 12, 2015, we acquired three (3) producing leases covering 714 acres situated in Atascosa and Frio Counties, Texas, located in the Eagle Ford Shale formation - the Jane Burns “C” (“Burns”), the Theo Rogers “C”, and the Theo Rogers “A” & “D” (“Rogers”) Leases. We acquired a 99.5% working interest (74.625% net revenue interest) in each lease.

The Burns and Rogers Leases provide exploration and production opportunities in the Kyote Field pay zone, very near the Eagle Ford Shale play with access to available rig crews and other vendor-servicers, due to their close proximity to San Antonio, Texas.

The Burns and Rogers Leases hold collectively seven (7) oil wells, but none of which are operating wells. Although our company’s management and industry professionals believed at the time that they were acquired that our company could double or triple previous production on these wells, depressed oil prices indicate that the cost to bring these wells online an uneconomical venture.

On August 13, 2015 we entered into an Asset Purchase Agreement with Inceptus Resources, LLC whereby our company acquired a 78% net revenue interest in 200 acres located in Callahan County, Texas, and a 78% net revenue interest in 522 acres also located in Callahan County, Texas.

On January 20, 2016, we changed our name to PetroGas Company, by way of a merger with our wholly-owned subsidiary, incorporated solely for the purpose of the change of name. In addition, we amended our Articles of Incorporation for a reverse stock split by decreasing all of our issued and outstanding shares of common stock at a ratio one (1) new for one hundred (100) old shares of common stock. The reverse stock split was approved by our directors and shareholders holding 68.65% of our issued and outstanding shares of common stock on January 13, 2016 and the reverse stock split became effective with FINRA on March 7, 2016. The change of name resulted in a change of trading symbol to “PTCO”.

On November 30, 2016, we acquired various royalty interests in Texas for $10,485. On December 14, 2016, we acquired two oil and gas leases in Ohio for $2,705. On January 1, 2017, our company acquired the lease for three oil and gas properties for $4,975.

On September 13, 2017, we filed a Certificate of Amendment with the Nevada Secretary of State whereby we amended our Articles of Incorporation by decreasing all of our issued and outstanding shares of common stock at a ratio of one (1) share for every one hundred (100) shares held. Our Board of Directors approved the Amendment on July 21, 2017 and Shareholders holding 75.95% of our company’s shares approved the Amendment via written consent executed on July 21, 2017, with an effective date of October 5, 2017.

Table of Contents

On February 20, 2019 a majority of our shareholders and our board of directors approved a resolution to effect a reverse stock split of our issued and outstanding shares of common stock on a one (1) new for 100 old basis. The reverse split was approved by FINRA with an effective date of March 19, 2019. As a result of the reverse split, our issued and outstanding shares of common stock decreased from 30,099,230 to 300,993 shares of common stock. Our authorized capital remained unchanged.

Our principal executive offices are located at 2800 Post Oak Boulevard, Suite 4100, Houston, Texas 77056. Our telephone number is (832) 899-8597.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

We hold a 94% interest in Seabourn Oil Company, LLC, a Texas LLC.

Future Operations

We are actively seeking to acquire producing and non-producing leases that will allow us to explore and drill in high-profile pay zones.

We intend to raise capital at a low cost from private placements so that we may acquire numerous additional leases, and to commence drilling, and taking advantage of the inevitable uptick in oil prices to come.

In the current climate, our company believes that there are a very large number of oil & gas leases under distress due to the depressed gas prices and that we can strategically position our company to acquire as many of these leases as possible at a discount to market value, hence creating shareholder value.

We are planning an exploration strategy to drill new wells on the current leases, as well as acquire deeper rights in order to drill some of the wells at great depths. We expect that reservoirs at those depths could yield a very high daily output of oil.

Results of Operations

We have earned limited royalty revenues since inception.

Three months ended December 31, 2023 compared to three months ended December 31, 2022

	Three Months			Three Months
	Ended			Ended
	December 31,			December 31,
	2023			2022			Changes

Operating Expenses	$	5,300		$	4,750		$	550
Other Expenses	$	12,580		$	14,776		$	(2,196	)
Net Loss	$	(17,880	)	$	(19,526	)	$	1,646

Our net loss for the three months ended December 31, 2023 decreased to $17,880 from $19,526 for the three months ended December 31, 2022 due to the decrease in note interest expense during three months ended December 31, 2023.

Nine months ended December 31, 2023 compared to nine months ended December 31, 2022

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2023			2022			Changes

Operating Expenses	$	21,590		$	24,450		$	(2,860	)
Other Expenses	$	40,105		$	44,169		$	(4,064	)
Net Loss	$	(61,695	)	$	(68,619	)	$	6,924

Table of Contents

Our net loss for the nine months ended December 31, 2023 decreased to $61,695 from $68,619 for the nine months ended December 31, 2022 due to the decrease in professional fees and note interest expense during nine months ended December 31, 2023.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of December 31, 2023 and March 31, 2023, respectively.

Working Capital

	As of			As of
	December 31,			March 31,
	2023			2023			Changes

Current Assets	$	-		$	-		$	-
Current Liabilities	$	686,755		$	644,543		$	42,212
Working Capital (Deficiency)	$	(686,755	)	$	(644,543	)	$	(42,212	)

As of December 31, 2023, we had a working capital deficiency of 668,875 as compared to $644,543 as March 31, 2023. The increase in working capital deficiency was due to the increase in advances from related parties and accrued interest.

Cash Flows

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2023			2022			Changes

Net cash used in Operating Activities	$	(35,967	)	$	(27,577	)	$	(8,390	)
Net cash provided by Financing Activities	$	35,967		$	27,577		$	8,390
Net changes in cash and cash equivalents	$	-		$	-		$	-

Cash Flow from Operating Activities

For the nine months ended December 31, 2023, we used $35,967 of cash for operations primarily as a result of the net loss of $61,695 decreased by net changes in operating liabilities of $25,728.

For the nine months ended December 31, 2022, we used $27,577 of cash for operations primarily as a result of the net loss of $68,619, decreased by net changes in operating liabilities of $41,042.

Cash Flow from Investing Activities

We did not use any funds for investing activities during the nine months ended December 31, 2023 and 2022.

Cash Flow from Financing Activities

For the nine months ended December 31, 2023 and 2022, we had net cash provided by financing activities of $35,967 and $27,577 from director advancement, respectively.

Table of Contents

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, and capital expenditures or capital resources that are material to stockholders.

Item 3. 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 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

Exhibit Number		Description
3.1		Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed with the SEC on May 20, 2014, file number 333-196409.

3.2		Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on May 20, 2014, file number 333-196409.

10.1		Asset Purchase Agreement, among the Registrant, Zheng Xiangwu and Nelaco Operating Inc., dated June 10, 2015 incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2015, file number 333-196409.

31.1*		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

101.INS**		XBRL INSTANCE DOCUMENT

101.INS**		XBRL TAXONOMY EXTENSION SCHEMA

101.INS**		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.INS**		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.INS**		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.INS**		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

______________

*	Filed herewith
**	Furnished herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PETROGAS COMPANY
		(Registrant)

Dated: January 23, 2024		/s/ Huang Yu
		Huang Yu
		President and Chief Financial Officer
		(Principal Executive Officer, Principal Financial
		Officer an Principal Accounting Officer)

nullnull

Cover - shares	9 Months Ended
Cover - shares	Dec. 31, 2023	Jan. 12, 2024
Cover [Abstract]
Entity Registrant Name	PETROGAS COMPANY
Entity Central Index Key	0001609258
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		22,996,680
Entity File Number	333-196409
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	98-1153516
Entity Address Address Line 1	2800 Post Oak Boulevard
Entity Address Address Line 2	Suite 4100
Entity Address City Or Town	Houston
Entity Address State Or Province	TX
Entity Address Postal Zip Code	77056
City Area Code	832
Local Phone Number	899-8597
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Mar. 31, 2023
ASSETS
Total Current Assets	$ 0	$ 0
TOTAL ASSETS	0	0
Current Liabilities
Bank indebtedness	322	322
Accounts payable and accrued liabilities	13,818	28,195
Accrued interest	285,543	245,439
Advances from related party	137,141	101,174
Convertible promissory notes, net of debt discount	200,286	219,768
Promissory note	6,962	6,962
Promissory note - related party	42,683	42,683
Total Current Liabilities	686,755	644,543
Asset retirement obligations	83,580	83,580
TOTAL LIABILITIES	770,335	728,123
SHAREHOLDERS' DEFICIT
Common stock: 300,000,000 authorized; $0.001 par value 22,996,680 shares and 21,048,440 shares issued and outstanding, respectively	22,997	21,048
Additional paid in capital	141,469,948	141,452,414
Accumulated deficit	(142,263,280)	(142,201,585)
TOTAL SHAREHOLDERS' DEFICIT	(770,335)	(728,123)
TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT	$ 0	$ 0

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
SHAREHOLDERS' DEFICIT
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	22,996,680	21,048,440
Common stock, shares outstanding	22,996,680	21,048,440

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
OPERATING EXPENSES
Professional fees	$ 5,300	$ 4,750	$ 21,590	$ 24,400
General and administrative expense	0	0	0	50
Total operating expenses	5,300	4,750	21,590	24,450
Loss from Operations	(5,300)	(4,750)	(21,590)	(24,450)
OTHER EXPENSE
Interest expense	12,580	14,776	40,105	44,169
Total other expense	12,580	14,776	40,105	44,169
NET LOSS	$ (17,880)	$ (19,526)	$ (61,695)	$ (68,619)
NET LOSS PER SHARE, BASIC AND DILUTED	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED	24,677,595	21,048,440	22,275,754	21,048,440

STATEMENTS OF SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Mar. 31, 2022		21,048,440
Balance, amount at Mar. 31, 2022	$ (625,548)	$ 21,048	$ 141,452,414	$ (142,099,010)
Net loss	(29,516)	$ 0	0	(29,516)
Balance, shares at Jun. 30, 2022		21,048,440
Balance, amount at Jun. 30, 2022	(655,064)	$ 21,048	141,452,414	(142,128,526)
Balance, shares at Mar. 31, 2022		21,048,440
Balance, amount at Mar. 31, 2022	(625,548)	$ 21,048	141,452,414	(142,099,010)
Net loss	(68,619)
Balance, shares at Dec. 31, 2022		21,048,440
Balance, amount at Dec. 31, 2022	(694,167)	$ 21,048	141,452,414	(142,167,629)
Balance, shares at Jun. 30, 2022		21,048,440
Balance, amount at Jun. 30, 2022	(655,064)	$ 21,048	141,452,414	(142,128,526)
Net loss	(19,577)	$ 0	0	(19,577)
Balance, shares at Sep. 30, 2022		21,048,440
Balance, amount at Sep. 30, 2022	(674,641)	$ 21,048	141,452,414	(142,148,103)
Net loss	(19,526)	$ 0	0	(19,526)
Balance, shares at Dec. 31, 2022		21,048,440
Balance, amount at Dec. 31, 2022	(694,167)	$ 21,048	141,452,414	(142,167,629)
Balance, shares at Mar. 31, 2023		21,048,440
Balance, amount at Mar. 31, 2023	(728,123)	$ 21,048	141,452,414	(142,201,585)
Net loss	(25,266)	$ 0	0	(25,266)
Balance, shares at Jun. 30, 2023		21,048,440
Balance, amount at Jun. 30, 2023	(753,389)	$ 21,048	141,452,414	(142,226,851)
Balance, shares at Mar. 31, 2023		21,048,440
Balance, amount at Mar. 31, 2023	(728,123)	$ 21,048	141,452,414	(142,201,585)
Net loss	(61,695)
Balance, shares at Dec. 31, 2023		22,996,680
Balance, amount at Dec. 31, 2023	(770,335)	$ 22,997	141,469,948	(142,263,280)
Balance, shares at Jun. 30, 2023		21,048,440
Balance, amount at Jun. 30, 2023	(753,389)	$ 21,048	141,452,414	(142,226,851)
Net loss	(18,549)	$ 0	0	(18,549)
Issuance of common stock for note conversion, shares		1,948,240
Issuance of common stock for note conversion, amount	19,483	$ 1,949	17,534	0
Balance, shares at Sep. 30, 2023		22,996,680
Balance, amount at Sep. 30, 2023	(752,455)	$ 22,997	141,469,948	(142,245,400)
Net loss	(17,880)	$ 0	0	(17,880)
Balance, shares at Dec. 31, 2023		22,996,680
Balance, amount at Dec. 31, 2023	$ (770,335)	$ 22,997	$ 141,469,948	$ (142,263,280)

STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (61,695)	$ (68,619)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	(14,376)	(3,127)
Accrued interest	40,104	44,169
Net cash used in Operating Activities	(35,967)	(27,577)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party	35,967	27,577
Net cash provided by Financing Activities	35,967	27,577
Net changes in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-cash transactions:
Conversion of convertible notes into common shares	$ 19,482	$ 0

DESCRIPTION OF BUSINESS AND BASIS OF PERSENTATION

9 Months Ended

Dec. 31, 2023

DESCRIPTION OF BUSINESS AND BASIS OF PERSENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PERSENTATION

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PERSENTATION

Organization and nature of business

GOING CONCERN

9 Months Ended

Dec. 31, 2023

GOING CONCERN

GOING CONCERN

NOTE 2 – GOING CONCERN

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Oil and Gas Properties – Full Cost Method

Revenue Recognition

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.

Asset Retirement Obligations

Fair Value of Financial Instruments

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

The carrying value of all assets and liabilities approximated their fair values as December 31, 2023 and March 31, 2023, respectively.

Earnings or Loss Per Share

For the nine months ended December 31 2023 and 2022, net loss per shares as the result of the computation was anti-dilutive:

	December 31,		December 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		20,028,538		21,976,778

Recent Accounting Pronouncements

ASSET RETIREMENT OBLIGATIONS

9 Months Ended

Dec. 31, 2023

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

NOTE 4 – ASSET RETIREMENT OBLIGATIONS

Inflation Rate		3	%
Estimated asset life	20 years
Credit adjusted risk free interest rate		18	%

As of December 31, 2023 and March 31, 2023, a total of $83,580 is recorded as asset retirement obligations, respectively

PROMISSORY NOTE RELATED PARTY

9 Months Ended

Dec. 31, 2023

PROMISSORY NOTE RELATED PARTY

PROMISSORY NOTE - RELATED PARTY

NOTE 5 – PROMISSORY NOTE – RELATED PARTY

On December 31, 2019, the maturity dates of the notes were extended for three years to December 31, 2022 and the interest rate was amended to 15% per annum.

As of December 31, 2023 and March 31, 2023, the promissory note payable was $42,683 and accrued interest payable was $30,376 and $25,552, respectively.

PROMISSORY NOTE

9 Months Ended

Dec. 31, 2023

PROMISSORY NOTE

PROMISSORY NOTE

NOTE 6 – PROMISSORY NOTE

As of December 31, 2023 and March 31, 2023, the promissory note payable was $6,963 and accrued interest payable was $639 and $534, respectively.

CONVERTIBLE PROMISSORY NOTES

9 Months Ended

Dec. 31, 2023

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

A debt discount on the notes was recognized of $174,000. As of December 31, 2023, the unamortized amount of the debt discounts has been fully amortized.

As of December 31, 2023 and March 31, 2023, the convertible note payable was $200,286 and accrued interest payable was $253,386 and $218,210 respectively.

COMMON STOCK

9 Months Ended

Dec. 31, 2023

COMMON STOCK

COMMON STOCK

NOTE 8 – COMMON STOCK

The Company has 300,000,000 authorized common shares at $0.001 par value.

During the nine months ended December 31, 2023, the Company issued 1,948,240 shares of common stock for the conversion of convertible notes of $19,482.

As of December 31, 2023 and March 31, 2023, the issued and outstanding common shares were 22,996,680 shares and 21,048,440 shares, respectively.

RELATED PARTY TRANSACTIONS

9 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

As at December 31, 2023 and March 31, 2023, the Company had advances from related parties of $137,141 and $101,174 respectively.

SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Oil and Gas Properties - Full Cost Method

Revenue Recognition

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.

Asset Retirement Obligations

Fair Value of Financial Instruments

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

The carrying value of all assets and liabilities approximated their fair values as December 31, 2023 and March 31, 2023, respectively.

Earnings or Loss Per Share

For the nine months ended December 31 2023 and 2022, net loss per shares as the result of the computation was anti-dilutive:

	December 31,		December 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		20,028,538		21,976,778

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule anti-dilutive securities excluded from the computation of EPS

	December 31,		December 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		20,028,538		21,976,778

ASSET RETIREMENT OBLIGATIONS (Tables)

9 Months Ended

Dec. 31, 2023

ASSET RETIREMENT OBLIGATIONS

Schedule of assumptions of determining the fair value of ARO

Inflation Rate		3	%
Estimated asset life	20 years
Credit adjusted risk free interest rate		18	%

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
GOING CONCERN
Accumulated deficit	$ (142,263,280)	$ (142,201,585)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Convertible Notes Payable [Member]
Number of shares, anti-dilutive	20,028,538	21,976,778

ASSET RETIREMENT OBLIGATIONS (Details)	9 Months Ended
ASSET RETIREMENT OBLIGATIONS (Details)	Dec. 31, 2023
ASSET RETIREMENT OBLIGATIONS
Inflation Rate	3.00%
Estimated asset life	20 years
Credit adjusted risk free interest rate	18.00%

ASSET RETIREMENT OBLIGATIONS (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
ASSET RETIREMENT OBLIGATIONS
Asset retirement obligations	$ 83,580	$ 83,580

PROMISSORY NOTE RELATED PARTY (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Oct. 06, 2017	Dec. 31, 2016	Dec. 31, 2023	Mar. 31, 2023	Jul. 10, 2017
Majority Shareholder [Member]
Debt amount		$ 240,683
Debt maturity date		Dec. 31, 2019
Interest rate		2.00%
Promissory Note [Member]
Debt amount			$ 42,683	$ 42,683	$ 174,000
Maturity dates extended description			On December 31, 2019, the maturity dates of the notes were extended for three years to December 31, 2022 and the interest rate was amended to 15% per annum
Number of common stock shares issued to promissory note holder	24,000,000
Accrued interest			$ 30,376	$ 25,552
Common stock shares issued for assignment of notes, amount	$ 24,000

PROMISSORY NOTE (Details Narrative) - Promissory Note [Member] - USD ($)	Dec. 31, 2023	Mar. 31, 2023	May 31, 2019
Principal amount			$ 6,963
Interest rate			2.00%
Note payable	$ 6,963	$ 6,963
Accured interest payable	$ 639	$ 534

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)			9 Months Ended
	May 01, 2019	Oct. 11, 2017	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2021	Oct. 11, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Mar. 12, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Oct. 06, 2017	Jul. 10, 2017
Convertible note payable			$ 200,286	$ 200,286
Accrued interest			$ 253,386	$ 218,210
Issuance of conversion shares of common stock			948,240
Issuance of conversion shares of common stock convertible note			$ 9,483
Common stock, shares issued			22,996,680	21,048,440
Common stock value			$ 22,997	$ 21,048
Debt discount			$ 174,000
Common Share Or Stock Member
Conversion price							$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01		$ 0.01	$ 0.01	$ 0.01	$ 0.01
Interest rate							35.00%	35.00%	35.00%	35.00%	55.00%	55.00%	55.00%	55.00%		55.00%	55.00%	55.00%	55.00%
Debt discount							$ 7,250	$ 4,884	$ 10,000	$ 5,712	$ 5,454	$ 9,483	$ 7,243	$ 10,194		$ 2,411	$ 7,167	$ 10,667	$ 20,773
Common Share Or Stock Member \| Related Parties [Member]
Promissory notes related party							$ 7,250	$ 4,884	$ 10,000	$ 5,712	$ 5,454	$ 9,483	$ 7,243	$ 10,194		$ 2,411	$ 7,167	$ 10,667	$ 20,773
Convertible Promissory Notes [Member]
Debt amount																				$ 9,230
Issuance of conversion shares of common stock			1,000,000
Issuance of conversion shares of common stock convertible note			$ 10,000
Conversion price																				$ 0.01
Interest rate																				55.00%
Debt instrument, Unamortized discount, Noncurrent																				$ 9,230
Common stock, shares issued						1,000,000
Common stock value						$ 1,000
Outstanding principal					$ 4,454
Convertible Promissory Notes [Member] \| Three Unaffiliated Parties [Member]
Debt principal amount															$ 1,900
Debt conversion description	total principal amount of $5,700 of the three $1,900 convertible notes was converted to 570,000 shares of common stock
Four Individuals [Member] \| Convertible Promissory Notes [Member]
Debt amount		$ 174,000																				$ 174,000
Amount of convertible promissory notes, converted		$ 58,000
Debt conversion converted instrument, shares issued		5,800,000
Conversion price																					$ 0.01	$ 0.03
Interest rate																					0.50%	4.00%
Each Individual [Member] \| Convertible Promissory Notes [Member]
Debt amount																						$ 43,500
Amount of convertible promissory notes, converted		$ 14,500
Debt conversion converted instrument, shares issued		1,450,000

COMMON STOCK (Details Narrative) - USD ($)	9 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Oct. 11, 2021
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	22,996,680	21,048,440
Common stock, shares outstanding	22,996,680	21,048,440
Convertible Promissory Notes [Member]
Common stock, shares issued			1,000,000
Conversion of Stock, Shares Converted	1,948,240
Conversion of Stock, Amount Converted	$ 19,482

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Advances from related party	$ 137,141		$ 101,174
Advances from related party	35,967	$ 27,577
Director [Member]
Advances from related party	$ 35,967	$ 27,577