10-Q

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 ☐

i

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.

ii

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

1

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.

2

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.

3

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. 

4

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.

	SINO AMERICAN OIL COMPANY
Dated: April 11, 2022	By:	/s/ Kim Halvorson
		Kim Halvorson
		Chief Executive Officer and Director

5

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

I, Kim Halvorson, certify that:

1.I have reviewed the Quarterly Report on Form 10-Q of Sino American Oil Company for the quarter ended December 31, 2021. 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.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; 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; 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.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of 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. 

Dated: April 11, 2022 /s/ Kim Halvorson Chief Executive Officer (Principal Executive and Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Sino American Oil Company (the “Company”) for the quarter ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his or her knowledge:

(1)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated: April 11, 2022	By: /s/ Kim Halvorson
	Kim Halvorson
	Chief Executive Officer (Principal Executive and Financial Officer)

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2021	Apr. 07, 2022
Details
Registrant CIK	0001367408
Fiscal Year End	--09-30
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	000-52304
Entity Registrant Name	SINO AMERICAN OIL CO
Entity Incorporation, State or Country Code	WY
Entity Tax Identification Number	02-3717729
Entity Address, Address Line One	2123 Pioneer Ave
Entity Address, City or Town	Cheyenne
Entity Address, State or Province	WY
Entity Address, Postal Zip Code	82001
City Area Code	360
Local Phone Number	631-6022
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		131,524,500
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

XML

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Sep. 30, 2021
Current Assets
Cash	$ 5,644	$ 10
Total Assets	5,644	10
Current Liabilities
Accounts payable, current	42,120	43,958
Accrued interest, current	2,882	2,095
Accrued compensation - related party, current	180,000	135,000
Accrued compensation, current	180,000	135,000
Loans payable, current	189,492	167,644
Loans payable - related party, current	71,592	51,592
Total Current Liabilities	666,086	535,289
Total Liabilities	666,086	535,289
Shareholders' Deficit
Preferred stock Series A value	493	493
Preferred stock Series B value	0	0
Common stock value	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

XML

BALANCE SHEETS - Parenthetical - $ / shares	Dec. 31, 2021	Sep. 30, 2021
Details
Preferred Stock, No Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Outstanding	492,640	0
Preferred stock Par Value, Series B	$ 0.001	$ 0.001
Preferred stock Authorized, Series B	10,000,000
Preferred stock Outstanding, Series B	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000
Common Stock, Shares, Issued	114,024,500	113,944,500

XML

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Expenses
Consulting expense	$ 45,000	$ 24,000
Consulting expense - related party	45,000	15,000
General and administrative expense	34,384	15,894
Total operating expenses	124,384	54,854
Loss from operations	(124,384)	(54,854)
Other Expense
Interest expense	(787)	0
Total other expense	(787)	0
Net income (loss)	$ (125,171)	$ (54,854)
Net income (loss) per share	$ (0.00)	$ (0.00)
Weighted average shares outstanding, basic and diluted	114,021,974	193,534,500

XML

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Receivables from Stockholder	Retained Earnings	Total	Deferred Compensation, Share-based Payments
Equity Balance at Sep. 30, 2020	$ 0	$ 19,600	$ 2,012,295	$ (370,050)	$ (2,039,259)	$ (377,414)
Equity Balance, Shares at Sep. 30, 2020		196,001,500
Common stock sold for cash, value	0	$ (247)	(369,803)	370,050	0	0
Common stock sold for cash, shares		(2,467,000)
Equity Balance at Dec. 31, 2020	0	$ 19,353	1,642,492	0	(2,094,113)	(432,268)
Equity Balance, Shares at Dec. 31, 2020		193,534,500
Net loss	0	$ 0	0	$ 0	(54,854)	(54,854)
Equity Balance at Sep. 30, 2021	$ 493	$ 11,394	2,091,470		(2,658,636)	(535,279)	$ 20,000
Equity Balance, Shares at Sep. 30, 2021	492,640	113,944,500
Equity Balance at Dec. 31, 2021	$ 493	$ 11,402	2,091,470		(2,783,807)	(660,442)	20,000
Equity Balance, Shares at Dec. 31, 2021	492,640	114,024,500
Shares issued for services, value	$ 0	$ 8	0		0	8	0
Shares issued for services, shares		80,000
Net loss	$ 0	$ 0	$ 0		$ (125,171)	$ (125,171)	$ 0

XML

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (125,171)	$ (54,854)
Adjustments to reconcile net loss to net cash used by operating activities
Shares issued for services rendered	8	0
Changes in operating assets and liabilities
Increase (decrease) accounts payable	(1,838)	0
Increase (decrease) accrued interest	787	0
Increase (decrease) accrued compensation	45,000	0
Increase (decrease) accrued compensation, related	45,000	0
Increase (decrease) accrued officer compensation	0	24,000
Net cash used by operating activities	(36,214)	(30,854)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable	21,848	0
Proceeds from loans payable, related	20,000	30,854
Net cash provided by financing activities	41,848	30,854
Net change in cash	5,634	0
Cash at beginning of period	10	0	$ 0
Cash at end of period	5,644	0	$ 10
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

XML

Business Description and History

3 Months Ended

Dec. 31, 2021

Notes

Business Description and History

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.

XML

Significant Accounting Policies

3 Months Ended

Dec. 31, 2021

Notes

Significant Accounting Policies

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.

XML

Going Concern Disclosure

3 Months Ended

Dec. 31, 2021

Notes

Going Concern Disclosure

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.

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

XML

Loan Payable Disclosure

3 Months Ended

Dec. 31, 2021

Notes

Loan Payable Disclosure

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.

XML

Common Stock Disclosure

3 Months Ended

Dec. 31, 2021

Notes

Common Stock Disclosure

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.

XML

Preferred stock Disclosure

3 Months Ended

Dec. 31, 2021

Notes

Preferred stock Disclosure

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.

XML

Related Party Transactions Disclosure

3 Months Ended

Dec. 31, 2021

Notes

Related Party Transactions Disclosure

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.

XML

Income Tax Disclosure

3 Months Ended

Dec. 31, 2021

Notes

Income Tax Disclosure

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.

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.

XML

Significant Accounting Policies: Basis of Accounting, Policy (Policies)

3 Months Ended

Dec. 31, 2021

Policies

Basis of Accounting, Policy

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.

XML

Significant Accounting Policies: Use of Estimates (Policies)

3 Months Ended

Dec. 31, 2021

Policies

Use of Estimates

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.

XML

Significant Accounting Policies: Stock-based Compensation Policy (Policies)

3 Months Ended

Dec. 31, 2021

Policies

Stock-based Compensation Policy

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.

XML

Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

3 Months Ended

Dec. 31, 2021

Policies

Recent Accounting Pronouncements

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.

XML

Loan Payable Disclosure (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021
Loans payable, current	$ 189,492	$ 167,644
Accrued interest, current	2,882	2,095
White Sands Securities
Loans payable, current	$ 75,389
Loans payable, interest rate	8.00%
Accrued interest, current	$ 2,882	$ 2,095
Home Run Oil and Gas
Loans payable, current	$ 114,103

XML

Common Stock Disclosure (Details)	3 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Shares issued for services, value	$ 8
MOU with Estacado Energy LLC
Common stock issued for acquisitions, shares | shares	80,000
Per share issued value | $ / shares	$ 0.0001
Shares issued for services, value	$ 8

XML

Preferred stock Disclosure (Details) - $ / shares	3 Months Ended
	Dec. 31, 2021	Sep. 30, 2021
Details
Preferred A authorized	10,000,000	10,000,000
Preferred A par value	$ 0.001	$ 0.001
Preferred stock Authorized, Series B	10,000,000
Preferred stock Par Value, Series B	$ 0.001	$ 0.001
Preferred stock Authorized, Series A	Series A is convertible into 1,000 shares of common

XML

Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended			12 Months Ended
	Apr. 11, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Proceeds from loans payable, related		$ 20,000	$ 30,854
Loans payable - related party, current		71,592		$ 51,592
Triage MicroCap Advisors LLC
Proceeds from loans payable, related	$ 10,000	10,000		33,684
Debt converted to common stock, noncash				$ 8,707
Shares issued for debt, shares				8,680,000
Loans payable - related party, current		61,097		$ 51,097
Richard Tang
Proceeds from loans payable, related	$ 10,000
Loans payable - related party, current		10,494		494
Advance from officer		$ 10,000		$ 494

XML

Income Tax Disclosure (Details) - USD ($)	3 Months Ended			12 Months Ended
	Apr. 11, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Proceeds from loans payable, related		$ 20,000	$ 30,854
Proceeds from loans payable		21,848	$ 0
Payments for acquisitions	$ 25,000
Incentive for Treasurer and Director
Shares issued for compensation, shares	17,500,000
White Sands Securities
Proceeds from loans payable	$ 10,000
Richard Tang
Proceeds from loans payable, related	10,000
Triage MicroCap Advisors LLC
Proceeds from loans payable, related	$ 10,000	$ 10,000		$ 33,684