Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended December 31, 2021

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

	For the transition period from _______________ to _______________

Commission File No. 000-52304

SINO AMERICAN OIL CO

(Exact name of registrant as specified in its charter)

Wyoming		02-3717729
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

2123 Pioneer Ave, Cheyenne, WY 82001

(Address of principal executive offices and zip code)

(360) 631-6022

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		OILY		OTCPink

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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 7, 2022, there were 131,524,500 shares of common stock, $0.0001 par value, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4. CONTROLS AND PROCEDURES	3

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	4
ITEM 1A. RISK FACTORS	4
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	4
ITEM 4. MINE SAFETY DISCLOSURES	4
ITEM 5. OTHER INFORMATION	4
ITEM 6. EXHIBITS	4

SIGNATURE PAGE	5

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Table of Contents

Balance Sheets as of December 31, 2021 (unaudited) and September 30, 2021	F-1

Statements of Operations for the three months ended December 31, 2021 and 2020 (unaudited)	F-2

Statements of Stockholders’ Deficit for the three months ended December 31, 2021 and 2020 (unaudited)	F-3

Statements of Cash Flows for three months ended December 31, 2021 and 2020 (unaudited)	F-4

Notes to the Financial Statements (unaudited)	F-5

SINO AMERICAN OIL COMPANY

Balance Sheets

	December 31, 2021		September 30, 2021
	(unaudited)
ASSETS

Current Assets:
Cash	$	5,644	$	10
Total Assets	$	5,644	$	10

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	42,120	$	43,958
Accrued interest		2,882		2,095
Accrued compensation - related party		180,000		135,000
Accrued compensation		180,000		135,000
Loan payable		189,492		167,644
Loans payable - related party		71,592		51,592
Total Current Liabilities		666,086		535,289
Total Liabilities		666,086		535,289

Shareholders' Deficit:
Series A preferred stock, $0.001 par value, 10,000,000 shares authorized; 492,640 and 0 shares issued and outstanding; respectively		493		493
Series B preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 114,024,500 and 113,944,500 shares issued and outstanding; respectively		11,402		11,394
Common stock to be issued		20,000		20,000
Additional paid-in capital		2,091,470		2,091,470
Accumulated deficit		(2,783,807)		(2,658,636)
Total Stockholders’ Deficit		(660,442)		(535,279)
Total Liabilities and Stockholders’ Deficit	$	5,644	$	10

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

F-1

SINO AMERICAN OIL COMPANY

Statements of Operations

(Unaudited)

	For the Three Months Ended
	December 31,
	2021		2020

Operating Expenses:
Consulting	$	45,000	$	24,000
Consulting - related party		45,000		15,000
General and administrative		34,384		15,894
Total operating expenses		124,384		54,854

Loss from operations		(124,384)		(54,854)

Other Expense:
Interest expense		(787)		-
Total other expense		(787)		-

Net Loss	$	(125,171)	$	(54,854)

Net loss per share	$	(0.00)	$	(0.00)
Weighted average shares outstanding, basic and diluted		114,021,974		193,534,500

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

F-2

SINO AMERICAN OIL COMPANY

Statements of Changes in Shareholders’ Equity (Deficit)

For the Three Months Ended December 31, 2020 and 2021

(Unaudited)

	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Stock Subscription Receivable		Accumulated Deficit		Total

Balance, September 30, 2020	-	$	-	196,001,500	$	19,600	$	2,012,295	$	(370,050)	$	(2,039,259)	$	(377,414)
Stock subscription cancelled	-		-	(2,467,000)		(247)		(369,803)		370,050		-		-
Net loss	-		-	-		-		-		-		(54,854)		(54,854)
Balance, December 31, 2020	-	$	-	193,534,500		19,353	$	1,642,492	$	-	$	(2,094,113)	$	(432,268)

	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Common stock To be Issued		Accumulated Deficit		Total

Balance, September 30, 2021	492,640	$	493	113,944,500	$	11,394	$	2,091,470	$	20,000	$	(2,658,636)	$	(535,279)
Shares issued for services	-		-	80,000		8		-		-		-		8
Net loss	-		-	-		-		-		-		(125,171)		(125,171)
Balance, December 31, 2021	492,640	$	493	114,024,500	$	11,402	$	2,091,470	$	20,000	$	(2,783,807)	$	(660,442)

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

F-3

SINO AMERICAN OIL COMPANY

Statements of Cash Flows

(Unaudited)

	For the Three Months Ended December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(125,171)	$	(54,854)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services		8		-
Changes in operating assets and liabilities:
Accounts payable		(1,838)		-
Accrued interest		787		-
Accrued compensation		45,000		-
Accrued compensation - related party		45,000		-
Accrued officer compensation		-		24,000
Net cash used by operating activities		(36,214)		(30,854)

CASH FLOWS FROM INVESTING ACTIVITIES:		-		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		21,848		-
Proceeds from loans payable - related party		20,000		30,854
Net cash provided by financing activities		41,848		30,854

Net change in cash		5,634		-
Cash at beginning of period		10		-
Cash at end of period	$	5,644	$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	-	$	-
Cash paid for taxes	$	-	$	-

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

F-4

SINO AMERICAN OIL COMPANY

Notes to Financial Statements

December 31, 2021

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

Sino American Energy Company (the “Company”) was incorporated as Raphael Industries Ltd. on October 31, 2005 under the laws of the State of Nevada. On November 11, 2010 the Company changed its name to Sino American Oil Company in anticipation of the Company’s new business direction, the exploration for oil and gas.

The company has re-domiciled its corporate status from Nevada to Wyoming in August 2018.

NOTE 2 - SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending September 30, 2022. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes for the full year ended September 30, 2021.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no source of revenue, has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

F-5

The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 - LOAN PAYABLE

As of December 31, 2021, White Sands Securities has loaned the Company $75,389 through a note payable and cash advances. A portion of the loan is accruing interest at 8% per year. As of December 31, 2021 and September 30, 2021, there is $2,882 and $2,095 of accrued interest, respectively.

On September 1, 2021, the Company entered into a loan agreement with Home Run Oil and Gas, Inc. (“Home Run”). Home Run loaned the company $114,103 ($150,000 CAD). The loan in non-interest bearing and is due on or before November 30, 2021. This loan is currently past due.

NOTE 5 - COMMON STOCK

On November 15, 2021, the Company issued 80,000 shares of common stock to Dennis Eubanks per the terms of a MOU between the Company and Estacado Energy, LLC. The shares were valued at $0.0001, for total expense of $8.

NOTE 6 - PREFERRED STOCK

Effective June 3, 2019, the Company amended its article of incorporation and authorized 10,000,000 shares of Series A preferred stock, par value $0.001 and 10,000,000 shares of Series B preferred stock, par value $0.001.

Series A Preferred Stock

Each share of Series A is convertible into 1,000 shares of common.

Series B Preferred Stock

Effective July 14, 2021, the Company, designated its Series B Preferred Stock as voting only shares at 1,000 votes per share.

NOTE 7 - RELATED PARTY TRANSACTIONS

On April 18, 2017, the Company entered into a Convertible Loan Agreement with Kim Halvorson, CEO. The loan agreement was entered into pursuant to Ms. Halvorson’s agreement to fund the initial expenses of the Company. Per the terms of the agreement any funds loaned to the company or paid out on behalf of the Company will be convertible into shares of common stock at $0.0001 per share. The loans are due on demand and non-interest bearing. During the year ended September 30, 2021, Ms. Halvorson and Triage MicroCap Advisors LLC (“Triage”) (a company owned by Ms. Halvorson) loaned the Company an additional $33,684 and converted $8,707 into 8,680,000 shares of common stock. During the three months ended December 31, 2021, Ms. Halvorson loaned the Company an additional $10,000. As of December 31, 2021 and September 30, 2021, the balance due to Ms. Halvorson is $61,097 and $51,097, respectively.

During the year ended September 30, 2021, Mr. Tang, advance the Company $494 to pay general operating expenses. The advance is non-interest bearing and due on demand. During the three months ended December 31, 2021, Mr. Tang loaned the Company an additional $10,000. As of December 31, 2021 and September 30, 2021, the balance due to Ms. Tang is $10,494 and $494, respectively.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events, from the balance sheet date through the date the financial statements were issued and has determined that no additional material subsequent events exist other than the following.

Subsequent to December 31, 2021, Richard Tang loaned the Company $10,000. The loan is intended to be short term and is non-interest bearing.

Subsequent to December 31, 2021, Ms. Halvorson loaned the Company $10,000. The loan is intended to be short term and is non-interest bearing.

F-6

Subsequent to December 31, 2021, White Sands loaned the Company $10,000. The loan is intended to be short term and is non-interest bearing.

Effective March 7, 2022, Mr. Richard Tang has resigned as Treasurer and officer, and all roles relating to Sino American Oil Company.

Effective March 14, 2022, the Company appointed Boriss Aleksandrov as Treasurer and Director of the Company. Mr. Aleksandrov was issued 17,500,000 shares of common stock as incentive to serve in these positions.

Subsequent to December 31, 2021, the Company paid $25,000 to Estacado Energy, LLC per the terms of a MOU between the Company and Estacado Energy, LLC.

F-7

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

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Overview

Sino American Oil Company (the “Company”) is a development stage enterprise that was originally incorporated, on April 2, 2010, under the laws of the State of Nevada. The Company is in the Oil and Gas Exploration, Development and Production Business and has been since inception. The Company had appointed Ronald Hughes as CEO from the company formation to December 16, 2016 and then appointed Richard Tang to be the CEO and sole director on December 16, 2016. On November 11, 2018, the Company filed a re-domestication to have its domestic corporation be administered under the laws of the State of Wyoming. On January 31, 2021, the Company appointed Jeffrey Standen, as CEO and Director to negotiate and oversee the exploration, development, acquisition and development of new oil and natural gas reserves as well as explore new sources of revenue opportunities.

Sino American Oil Company plans to grow shareholder value through securing oil and natural gas reserves and negotiating oil and natural gas exploration, development and production deals within the United States of America and Canada. The focused industries are oil & gas exploration, oil & gas development, and oil & gas production sales. We anticipate being able to generate revenue on the sale of oil and gas.

Sino American Oil Company is currently negotiating deals within a very large exploration area oil field owners located in the Western Canadian sedimentary basin. The deals involve oil and gas production acquisitions, mineral land acquisitions and further production increases through production optimization and drilling activities as well as production infrastructure installations.

On January 16, 2020, the Company received a Cease Trade Order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer. We are working to remedy this Order.

Results of Operations for the Three Months Ended December 31, 2021, Compared to the Three Months Ended December 31, 2020

We have not generated any revenue to date.

Consulting expense was $45,000 compared to $24,000 for the three months ended December 31, 2021 and 2020, respectively. During the three months ended December 31, 2021, we had one additional consultant working with the Company.

Consulting expense - related party was $45,000 compared to $15,000 for the three months ended December 31, 2021 and 2020, respectively. We incur consulting expense of $15,000 per month for services provided by Triage.

General and administrative expense (“G&A”) was $34,384 compared to $54,854 for the three months ended December 31, 2021 and 2020, respectively. G&A expense increased in the current period due to expenditures related to moving into the oil and gas industry.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the three months ended December 31, 2021 was $36,214 as compared to $30,854 of cash used in operating activities for the three months ended December 31, 2020.

Cash Flows from Financing

For the three months ended December 31, 2021, we received $20,000 from related party loans and $21,848 from other loans. In the prior period we received $30,854 from related party loans.

Going Concern

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no source of revenue, has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Refer to Note 2 - Summary of Significant Accounting Policies for discussion.

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

As of December 31, 2021, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of December 31, 2021, to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*		Title of Document

Item 31		Rule 13a-14(a)/15d-14(a) Certifications
31.01		Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14

Item 32		Section 1350 Certifications
32.01		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Item 101		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

**The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such filing or document.

SIGNATURE PAGE

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 hereunto duly authorized.