[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Page
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Financial Statements.
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3
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Financial Statements:
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F-1
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F-2
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F-3
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F-4
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F-5
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Controls and Procedures.
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10
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Risk Factors.
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10
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Exhibits.
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10
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12
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13
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June 30,
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September 30,
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2011
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2010
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$
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$
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ASSETS
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Current Assets
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|||||
Cash
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1,129,795
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171,145
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Restricted cash
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-
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856,387
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Prepaid expenses
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-
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47
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Total Current Assets
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1,129,795
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1,027,579
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Property and Equipment (Note 3)
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5,135
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1,477
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Website Development (Note 4)
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2,390
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-
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Total Assets
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1,137,320
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1,029,056
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
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Accounts payable and accrued liabilities
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8
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7,787
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Licensee fee payable
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43,410
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43,410
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Total Liabilities
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43,418
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51,197
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Going Concern (Note 1)
Commitments (Note 7)
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Stockholders' Equity
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Common stock: 100,000,000 shares authorized, $0.0001 par value
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43,534,500 (19,023,000 shares in September 30, 2010) issued and
outstanding (Note 5)
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4,353
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1,902
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Additional Paid-in Capital
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1,318,248
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319,248
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Share Subscriptions
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-
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856,387
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Donated Capital (Note 4)
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254,400
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232,800
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Deficit Accumulated During the Development Stage
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(483,099)
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(432,478)
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Total Stockholders' Equity
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1,093,902
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977,859
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Total Liabilities and Stockholders’ Equity
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1,137,320
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1,029,056
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Accumulated from
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Three months
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Three months
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Nine months
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Nine months
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October 31, 2005
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ended
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ended
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ended
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ended
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(Date of Inception)
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June 30,
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June 30,
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June 30,
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June 30,
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to June 30,
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2011
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2010
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2011
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2010
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2011
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$
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$
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$
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$
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$
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Revenue
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-
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-
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-
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-
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205,242
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Cost of sales
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-
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-
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-
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-
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106,710
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Gross Profit
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-
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-
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-
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-
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98,532
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Operating Expenses
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Foreign currency (gain) loss
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3,995
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6,185
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(29,010)
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(1,756)
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(5,267)
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General and administrative
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21,919
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28,966
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78,180
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86,383
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523,740
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Option expense
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-
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-
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-
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-
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60,000
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Total Operating Expenses
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25,914
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35,151
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49,170
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84,627
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578,473
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Net loss before taxes
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(25,914)
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(35,151)
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(49,170)
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(84,627)
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(479,941)
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Income tax expense
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-
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-
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-
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-
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1,707
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Net loss and comprehensive loss
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(25,914)
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(35,151)
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(49,170)
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(84,627)
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(481,648)
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Loss per share – Basic and diluted
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(0.00)
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(0.00)
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(0.00)
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(0.00)
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Weighted Average Shares Outstanding
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43,534,500
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28,534,500
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41,892,164
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28,534,500
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Accumulated from
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Nine months
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Nine months
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October 31, 2005
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Ended
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ended
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(Date of Inception)
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June 30,
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June 30,
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to June 30,
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2011
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2010
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2011
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$
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$
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$
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Operating Activities
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Net loss
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(49,170)
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(84,627)
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(481,648)
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Adjustments to reconcile net loss of cash
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Depreciation
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1,559
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773
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26,627
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Donated services
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21,600
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21,600
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254,400
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Option lapse
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-
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-
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50,000
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Change in operating assets and liabilities
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Prepaid expenses
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47
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6
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-
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Accounts payable and accrued liabilities
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(7,779)
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14,029
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8
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License fee payable
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-
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-
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43,410
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Net Cash (Used In) Operating Activities
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(33,743)
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(48,219)
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(107,203)
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Investing Activities
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Deposit on database list option
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-
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-
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(50,000)
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Website development
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(2,390)
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-
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(24,390)
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Purchase of equipment
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(5,217)
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(2,075)
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(9,762)
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Net Cash Flows (Used in) Investing Activities
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(7,607)
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(2,075)
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(84,152)
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Financing Activities
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Share subscriptions received
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(856,387)
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-
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-
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Proceeds from issuance of common stock
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1,000,000
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-
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1,321,150
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Net Cash Flows Provided by Financing Activities
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143,613
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-
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1,321,150
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Increase (Decrease) in Cash
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102,263
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(50,294)
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1,129,795
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Restricted cash released
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856,387
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-
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-
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Cash – Beginning of Period
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171,145
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239,248
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-
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Cash – End of Period
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1,129,795
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188,954
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1,129,795
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Supplemental Disclosure
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Interest paid
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29
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151
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56
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Foreign exchange (gain) loss
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(29,010)
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(1,756)
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(5,267)
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Additional
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Share
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Total
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Common Stock
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Paid-in
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Subs
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Stockholder’s
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Shares
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Amount
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Capital
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Received
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Capital
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Deficit
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Equity
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#
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$
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$
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$
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$
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$
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$
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Balance on October 31, 2005 (Date of Inception)
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-
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-
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-
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-
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-
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-
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October 31, 2005 - issue of common stock for
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cash at $1.00 per share
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1
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1
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-
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-
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-
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1
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November 28, 2005 - cancellation of common
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stock
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(1)
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(1)
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-
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-
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-
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(1)
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November 28, 2005 - issue of common stock
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||||||||
for cash at $0.01 per share
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1,000,000
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100
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4,900
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-
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-
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5,000
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April 30, 2006 - issue of common stock
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||||||||
for cash at $0.01 per share
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13,000,000
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1,300
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63,700
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-
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-
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65,000
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Donated services
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-
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-
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-
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52,800
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-
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52,800
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Net loss and comprehensive loss
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-
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-
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-
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(22,650)
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(22,650)
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Balance - September 30, 2006
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14,000,000
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1,400
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68,600
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52,800
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(22,650)
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100,150
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April 30, 2007 - issue of common stock
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||||||||
for cash at $0.10 per share
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5,023,000
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502
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250,648
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-
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-
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251,150
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Donated services
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-
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-
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-
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57,600
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-
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57,600
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Net loss and comprehensive loss
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-
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-
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-
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(148,789)
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(148,789)
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Balance - September 30, 2007
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19,023,000
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1,902
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319,248
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110,400
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(171,439)
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260,111
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Donated Services
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-
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-
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-
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57,600
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-
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57,600
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Net loss and comprehensive loss
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-
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-
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-
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(93,376)
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(93,376)
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Balance – September 30, 2008
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19,023,000
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1,902
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319,248
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168,000
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(264,815)
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224,335
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Donated Services
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-
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-
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-
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36,000
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-
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36,000
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Net loss and comprehensive loss
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-
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-
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-
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(69,354)
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(69,354)
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Balance – September 30, 2009
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19,023,000
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1,902
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319,248
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204,000
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(334,169)
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190,981
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Donated Services
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-
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-
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-
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28,800
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-
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28,800
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Net loss and comprehensive loss
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-
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-
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-
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-
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(49,476)
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(49,476)
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Balance – September 30, 2010
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19,023,000
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1,902
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319,248
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856,387
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232,800
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(432,478)
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977,859
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October 1, 2010 – issue of common stock
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For cash at $0.10 per share
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10,000,000
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1,000
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999,000
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(856,387)
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-
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-
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143,613
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Donated Services
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-
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-
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-
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-
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21,600
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-
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21,600
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Stock Dividend – March 1, 2011
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14,511,500
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1,451
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-
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-
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-
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(1,451)
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-
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Net loss and comprehensive loss
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-
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-
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-
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-
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-
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(49,170)
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(49,170)
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Balance – June 30, 2011
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43,534,500
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4,353
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1318,248
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-
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254,400
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(483,099)
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1,093,902
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March 31,
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September 30,
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2011
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2010
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Accumulated
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Net Carrying
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Net Carrying
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Cost
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amortization
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Value
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Value
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$
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$
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$
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$
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Computer hardware
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9,792
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4,627
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5,135
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1,477
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March 31,
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September 30,
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|||
2011
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2010
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|||
Accumulated
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Net Carrying
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Net Carrying
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||
Cost
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amortization
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Value
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Value
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$
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$
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$
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$
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Website Development
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24,390
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22,000
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2,390
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-
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Exhibit
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Incorporated by reference
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Filed
|
|||
Number
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Description
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Form
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Date
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Number
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Herewith
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3.1
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Articles of Incorporation.
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SB-2
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6/26/06
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3.1
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3.2
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By-Laws.
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SB-2
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6/26/06
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3.2
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4.1
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Specimen Stock Certificate.
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SB-2
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6/26/06
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4.1
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10.1
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License agreement with Free Enterprise Press.
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SB-2
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6/26/06
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10.1
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10.2
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License agreement with Global Commodity Press.
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SB-2
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6/26/06
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10.2
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10.3
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Agreement with Kroll Direct Marketing.
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SB-2
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6/26/06
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10.3
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10.4
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Agreement with Infomat Inc.
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SB-2
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6/26/06
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10.4
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10.5
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Agreement with Marketing Software Company.
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SB-2
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6/26/06
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10.5
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10.6
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Agreement with List Fusion.
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SB-2
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6/26/06
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10.6
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10.7
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Option Agreement with Sentry Petroleum (Australia) Pty. Ltd.
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8-K
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3/16/11
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10.1
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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|||
32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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SINO AMERICAN OIL COMPANY
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(the "Registrant")
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BY:
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RONALD HUGHES
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Ronald Hughes
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President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Board of Directors
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Exhibit
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Incorporated by reference
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Filed
|
|||
Number
|
Description
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Form
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Date
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Number
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Herewith
|
3.1
|
Articles of Incorporation.
|
SB-2
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6/26/06
|
3.1
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|
3.2
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By-Laws.
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SB-2
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6/26/06
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3.2
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4.1
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Specimen Stock Certificate.
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SB-2
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6/26/06
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4.1
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10.1
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License agreement with Free Enterprise Press.
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SB-2
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6/26/06
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10.1
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10.2
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License agreement with Global Commodity Press.
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SB-2
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6/26/06
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10.2
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10.3
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Agreement with Kroll Direct Marketing.
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SB-2
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6/26/06
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10.3
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10.4
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Agreement with Infomat Inc.
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SB-2
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6/26/06
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10.4
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10.5
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Agreement with Marketing Software Company.
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SB-2
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6/26/06
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10.5
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10.6
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Agreement with List Fusion.
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SB-2
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6/26/06
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10.6
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10.7
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Option Agreement with Sentry Petroleum (Australia) Pty. Ltd.
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8-K
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3/16/11
|
10.1
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|
31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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|||
32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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1.
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I have reviewed this Form 10-Q for the period ended June 30, 2011 of Sino American Oil Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 12, 2011
|
RONALD HUGHES
|
Ronald Hughes
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|
Principal Executive Officer and Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
RONALD HUGHES
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Ronald Hughes
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|
Chief Executive Officer and Chief Financial Officer
|