UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



FORM 10-K/A

Amendment No.2









|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE
        ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2017
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------





or

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

For the transition period from to ____
to ______



Commission File Number:   000-55281



BLACK ROCK PETROLEUM COMPANY

(Exact name of registrant as specified in
its charter)



Nevada

(State or other jurisdiction of incorporation
or organization)



108 2559 Parkview Lane

Port Coquitlam, BC, Canada
V3C6M1

(Address of principal executive offices, including
zip code.)



(604) 783-9664

(Registrant’s telephone number, including
area code)



|                                                            |                                                            
|----------------------------------------------------------- | -----------------------------------------------------------
|                                                            |                                                            
|Securities registered pursuant to Section 12(b) of the Act: | Securities registered pursuant to section 12(g) of the Act:
|NONE                                                        | NONE                                                       



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.     YES [   ]   NO [X]



Indicate by check mark if the registrant is required to file reports
pursuant to Section 13 or Section 15(d) of the Act:      YES [X]   NO [   ]



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 [ X ]



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YES [ ]   NO [X ]



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



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



|Large Accelerated Filer                                             | [   ] | Accelerated Filer         | [   ]
|------------------------------------------------------------------- | ----- | ------------------------- | -----
|Non-accelerated Filer (Do not check if a smaller reporting company) | [   ] | Smaller Reporting Company | [X]  



|Emerging growth company [  ] |  |  | 
|---------------------------- |  |  | 



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.  [   ]







Emerging growth company [ ]



If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). YES [ ]   NO [ X  ]



As of October 5, 2019, 120,850,000 shares of the registrant’s
common stock were outstanding.

















TABLE OF CONTENTS



|             |                                                                                                                                     |   
|------------ | ----------------------------------------------------------------------------------------------------------------------------------- | --
|             |                                                                                                                                     |   
|             | Page                                                                                                                               
|PART
    I   |                                                                                                                                    
|             |                                                                                                                                     |   
|Item 1.      | Business.                                                                                                                           | 3 
|Item 1A.     | Risk Factors.                                                                                                                       | 11
|Item 1B.     | Unresolved Staff Comments.                                                                                                          | 11
|Item 2.      | Properties.                                                                                                                         | 11
|Item 3.      | Legal Proceedings.                                                                                                                  | 11
|Item 4.      | Mine Safety Procedures.                                                                                                             | 11
|             |                                                                                                                                     |   
|PART
    II  |                                                                                                                                    
|             |                                                                                                                                     |   
|Item 6.      | Selected Financial Data.                                                                                                            | 12
|Item 7.      | Management’s Discussion and
    Analysis of Financial Condition and Results of Operation.                                           | 12
|Item 7A.     | Quantitative and Qualitative Disclosures
    About Market Risk.                                                                     | 14
|Item 8.      | Financial Statements and Supplementary
    Data.                                                                                    | 15
|Item 9.      | Changes in and Disagreements With
    Accountants on Accounting and Financial Disclosure.                                           | 26
|Item 9A.     | Controls and Procedures.                                                                                                            | 36
|Item 9B.     | Other Information.                                                                                                                  | 27
|             |                                                                                                                                     |   
|PART
    III |                                                                                                                                    
|             |                                                                                                                                     |   
|Item 10.     | Directors, Executive Officers and
    Corporate Governance.                                                                         | 27
|Item 11.     | Executive Compensation.                                                                                                             | 29
|Item 12.     | Security
                    Ownership of Certain Beneficial Owners and Management and Related
        Stockholder
        Matters. | 31
|Item 13.     | Certain Relationships and Related
    Transactions, and Director Independence.                                                      | 31
|Item 14.     | Principal Accountant Fees and Services.                                                                                             | 31
|             |                                                                                                                                     |   
|PART
    IV  |                                                                                                                                    
|             |                                                                                                                                     |   
|Item 15.     | Exhibits and Financial Statement
    Schedules.                                                                                     | 33
|             |                                                                                                                                     |   
|Signatures   | 34                                                                                                                                 
|             |                                                                                                                                     |   
|             |                                                                                                                                     |   
|             |                                                                                                                                    
|             |                                                                                                                                     |   







2









PART I



ITEM 1. BUSINESS.



Sale of Oil and Gas Equipment



Our business objective is to locate and sell
to oil and gas field related equipment to oil and gas producers.  Examples are:  Handling tools such as power
tongs, manual tongs, elevators, spinners, spiders, rotary tables, and bushings; spools; valves; wire line equipment; wellhead equipment;
blowout preventers; metering equipment; pumps, engines; nuts, and bolts.



Suppliers of such equipment is almost endless.  Size
of suppliers is also almost endless, from manufactures of sophisticate equipment for large off-shore projects to second retailers
of specialty nuts and bolts.  We have not entered into any agreements with any as of the date hereof.  We intend
to enter into agreements on an ongoing basis as representation of a client requires us to contact such suppliers.  While
we have not entered into any agreements with any of them, we believe a discussion of such is necessary to educate the public with
respect to the almost unlimited number of suppliers.  A brief review of Google will supply an almost endless list of
suppliers that are all willing to pay fees and commissions in connection with a sale of such equipment.



Equipment can be new, used, and repossessed.



We will be completing in this market with the
added function of seeking out the cheapest equipment that will do the job.



Mr. Nagy has filed an application for membership
in the Petroleum Equipment Supplier Association.



Website



We intend to retain the services of a website
developer to create the website.  Mr. Nagy has agreed to advance funds for the development of the website.  The
website is intended to be a destination for oil and gas companies seeking specialized equipment for their operations.  We
intend to continually source out and negotiate strategic relationships with individual suppliers and manufacturers to offer their
products on our website.  We intend to negotiate favorable pricing from the manufacturers in exchange for offering them
direct access to the database of potential buyers that we intend to develop and maintain through our marketing program.  If
a customer is looking for a particular item of equipment, we will find it for a fee.



Database



We intend to develop and maintain a database
of all current customers and suppliers.  It will include the customer’s name, address, telephone number, item purchased
and additional information we hope to obtain through the use of a questionnaire.  The more information that we can obtain
from a customer, the more we can know the customer and the more information we will have in order adjust our marketing and sales
programs.



We also believe that the lack of financial
security on the Internet is hindering economic activity thereon. To ensure the security of transactions occurring over the Internet,
U.S. federal regulations require that any computer software used within the United States contain a 128-bit encoding encryption,
while any computer software exported to a foreign country contain a 40-bit encoding encryption. There is uncertainty as to whether
the 128-bit encoding encryption required by the U.S. is sufficient security for transactions occurring over the Internet. Accordingly,
there is a danger that any financial (credit card) transaction via the Internet will not be a secure transaction. Accordingly,
risks such as the loss of data or loss of service on the Internet from technical failure or criminal acts are now being considered
in the system specifications and in the security precautions in the development of the website. There is no assurance that such
security precautions will be successful.



Other than investigating potential technologies
in support of our business purpose, we have had no material business operations since inception on April 24, 2013.  At
present, we have yet to acquire or develop the necessary technology assets in support of our business purpose to become an Internet-based
wholesaler of oil and gas related equipment.  As such, we are a “shell company” as that term is defined in Reg.
405 of the Securities Act of 1933, as amended.  As such Rule 144 of Act is unavailable for the resale of our restricted stock.
 Currently, 100,000,000 shares of our common stock are deemed “restricted securities”. The 100,000,000 shares
are all owned by Zoltan Nagy, our president.  The remaining 20,850,000 were registered on our Form S-1 registration statement
are “free trading” and do not contain any restrictions on resale.







3













Source of Products



We intend to purchase products from manufacturers
and distributors of oil and gas production equipment located anywhere in the world.  A portion of the purchase price,
between 40% and 70%, depending on the prices we negotiate with the manufacturer, is used to acquire the product from the manufacturer
or distributor.  Mark-ups on new products will range from 15% to 200%.  The mark-up will be comparable with our
competitors.  We will take each product on a case by case basis. The product will be shipped directly from the manufacturer
to the customer, thereby eliminating the need for storage space or packaging facilities.



We intend to source out and negotiate with
manufacturers and distributors to offer their products for sale on our website either directly or via a direct link to their websites.  In
addition, we intend to locate and negotiate relationships with some manufacturers and distributors to offer their products on a
more exclusive basis.  We have identified three potential suppliers however we have not entered into any agreements with the
suppliers until such time as we successfully complete our public offering.  We have not requested any agreements because if
we do not complete this public distribution we will not be starting our operations.  There is no assurance we will ever
enter into a binding agreement with any of the potential suppliers.  We anticipate that terms of the agreements with
the suppliers will be very simple.  The supplier will be paid by us prior to shipment.  We will not order any
products unless our customer has paid us in full prior to placing our order with the supplier.  We will require our customer
to pay us before we pay the supplier.  We will place the order and direct the supplier to ship directly to the customer.  The
cost of insurance and shipping will be included in the price we pay the supplier for the product.  Based upon our cost,
we will mark up the cost to the customer.  Zoltan Nagy our sole officer and director identified these suppliers.



Revenue



We intend to generate revenue from four sources
on the website:



Revenues will be generated from the direct
sale of products to customers.  We will order products on behalf of our customers directly from the manufacture or the
supplier.  At the time we are receiving an order from a customer, we will order the product from the supplier.  That
way we avoid having to carry any inventory that can be costly and become obsolete.  We would earn revenue based on the
difference between our negotiated price for the product with our suppliers and the price that the customer pays;



Revenues will be generated by fees received
from the purchase of the equipment.  We will be able to link our customers to the manufacturer’s website directly
from our site and we would be paid a fee for directing the traffic that result in sales;



We plan to offer banner
advertising on our website for new manufacturers hoping to launch new products;



Finally, we plan to earn
revenues for special promotions to enable manufacturers to launch new products - we would sell “premium shelf space”
on our website.  Premium shelf space will be eye appealing advertising space which will appear on the initial webpage of our
Internet site.



We also intend to develop and launch an advertising
campaign to introduce our website to potential customers.



Competition



The oil and gas field equipment market is intensely
competitive.  We expect competition to continue to intensify in the future.  Competitors include companies
with substantial customer bases. There can be no assurance that we can maintain a competitive position against current or future
competitors, particularly those with greater financial, marketing, service, support, technical and other resources.  Our
failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition
and results of operations. There can be no assurance that we will be able to compete successfully against current and future competitors,
and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.



There are many companies offering the same
services as we intend to offer.  Upon initiating our website operations, we will be competing with the foregoing.



Our industry is fragmented and regionalized.  Our
competitive position within the industry is negligible in light of the fact that we have not started our operations.  Older,
well established distributors of the products we intend to offer with records of success will attract qualified customers away
from us.  Since we have not started operations, we cannot compete with them on the basis of reputation.  We
do expect to compete with them on the basis of price and services in that we intend to be able to



attract and retain customers by offering
a breadth of tasteful product selection through our relationships with manufacturers and suppliers; offer attractive, competitive
pricing; and, will be responsive to all our customers’ needs.  We intend to offer the manufacturers’ and
distributors’ access to our data base of customers that we hope to develop through our marketing and advertising campaign.





4









Marketing



We intend to market our website in the United
States through traditional sources such as trade magazines, conventions and conferences, newspapers advertising, billboards, telephone
directories and flyers/mailers.  We may utilize inbound links that connect directly to our website from other sites.
Potential customers can simply click on these links to become connected to our website from search engines and community and affinity
sites.



Insurance



We do not maintain any insurance and do not
intend to maintain insurance in the future.  Because we do not have any insurance, if we are made a party of a product’s
liability action, we may not have sufficient funds to defend the litigation.  If that occurs a judgment could be rendered
against us, which could cause us to cease operations.



Acquisition and Drilling of Undeveloped Prospects



We have not pre-selected any prospects.  We
have targeted Stafford County, Kansas.  Stafford County is located in north central Kansas.  The county seat
for Stafford County is St. John.  Stafford County is an old producing area and production is found at shallow depths
at approximately 1,500 to 2,000 feet.  With the fluctuation of oil prices over the last 50 years, many wells have been
capped and plugged as a result of a drop in oil prices in the 1970s and 1980s.  We believe it would be economically
advantageous to us to attempt to negotiate new leases with mineral owners and reopen old wells.  Mr. Nagy, our president,
has not travelled to Stafford County, Kansas.  Oil and gas is not prevalent in the State of Washington and Washington
can be said to be a non-producing state.



We may enter into agreements with major and
independent oil and natural gas companies to drill and own interests in oil and natural gas properties.  We also may
drill and own interests without such strategic partners.



It is anticipated that all prospects will be
evaluated utilizing data provided to us, including well logs, production records and others’ wells, seismic, geological and
geophysical information, and such other information as may be available and useful.  In addition, prospects will be evaluated
by petroleum engineers, geophysicists, and other technical consultants retained by us.



Regardless of drilling location, we will evaluate
all prospective acquisitions on the basis of their oil and natural gas producing potential. We will target properties that we believe
have multi-pay horizons, predictable costs, and quick pipeline hookups. We intend to seek properties that are within or offsetting
proven producing oil and natural gas fields and that have the potential, if successful, to generate cash distributions to our investors.



Prospects will be acquired pursuant to an arrangement
in which we will acquire part of the working interest. For purposes of this prospectus, a working interest includes any interest,
which is subject to some portion of the costs of development, operation or maintenance. This working interest will be subject to
landowners’ royalty interests and other royalty interests payable to unaffiliated third parties in varying amounts.  We
may acquire less than 100% of the working interest in each prospect in which we participate.  We may sell or otherwise
dispose of prospect interests or may retain a working interest in the prospects and participate in the drilling and development
of the prospect.



In acquiring interests in leases, we may pay
such consideration and make such contractual commitments and agreements as we deem fair, reasonable and appropriate. For purposes
of this prospectus, the term “lease” means any full or partial interest in:



·undeveloped
oil and natural gas leases;

·oil
and natural gas mineral rights;

·licenses;

·concessions;

·contracts;

·fee
rights; or

·other
rights authorizing the owner to drill for, reduce to possession and produce oil and natural gas.







5









We will acquire the leases and interests in
the leases to be developed us.  The actual number, identity and percentage of working interests or other interests in
prospects to be acquired will depend upon, among other things, the total amount of capital contributions, the latest geological
and geophysical data, potential title or spacing problems, availability and price of drilling services, tubular goods and services,
approvals by federal and state departments or agencies, agreements with other working interest owners in the prospects, farm-ins,
and continuing review of other prospects that may be available.



Title to Properties



We will own the leasehold interest in the lease.  Investors
must rely on us to use our best judgment to obtain appropriate title to leases. We will take such steps as we deem necessary to
assure that title to leases is acceptable for our purposes. We are free, however, to use our judgment in waiving title requirements
if it is in our best interests and will not be liable for any failure of title to leases we acquire, unless such mistakes were
made in a manner not in accordance with general industry standards in the geographic area and such mistakes were the result of
our negligence. Further, we will not make any warranties as to the validity or merchantability of titles to any leases to be acquired
by us.



Drilling and Completion Phase



We will enter into an agreement with a drilling
contractor to drill one well on our lease.  Assuming we are success and complete a producing oil and gas well, we will
retain an operator engaged to conduct and direct and have full control of all operations on the lease, post completion of the well.  A
completed well is one that is producing oil and gas in paying quantities.  We also may act as our own operator.  If
we do not act as our own operator, the operator we retain will be a non-affiliate and its fees will not exceed the competitive
rate in the area, during the drilling and production phases of operations.



The operator’s duties include testing
formations during drilling and completing the wells by installing such surface and well equipment, gathering pipelines, heaters,
separators, etc., as are necessary and normal in the area in which the prospect is located. We will pay the drilling and completion
costs of the operator as incurred, except that we are permitted to make advance payments to the operator where necessary to secure
drilling rigs, drilling equipment and for other similar purposes in connection with the drilling operations. If the operator
determines that the well is not likely to produce oil and/or natural gas in commercial quantities, the operator will plug and abandon
the well in accordance with applicable regulations.



After drilling, the operator will complete
each well deemed by it to be capable of production of oil or natural gas in commercial quantities. The depths and formations to
be encountered in each well is unknown. We will monitor the performance and activities of the operator.



Production Phase of Operations



General.   Once a well
is “completed” such that all surface equipment necessary to control the flow of, or to shut down, a well has been installed,
including the gathering pipeline, production operations will commence. We will be responsible for selling oil and natural gas production.
We will attempt to sell the oil and natural gas produced from a prospect on a competitive basis at the best available terms and
prices. Domestic sales of oil will be at fair market prices. We will not make any commitment of future production that does not
primarily benefit us.  We will sell natural gas discovered by it at spot market or negotiated prices domestically, based
upon a number of factors, such as the quality of the natural gas, well pressure, estimated reserves, prevailing supply conditions
and any applicable price regulations promulgated by the Federal Energy Regulatory Commission (“FERC”).



We may sell oil and/or natural gas production
to marketers, refineries, foreign governmental agencies, industrial users, interstate pipelines or local utilities. Revenues from
production will be received directly from these parties or paid to us.



Oil and natural gas production in Kansas, areas
in which we may conduct drilling activities, is a mature industry with numerous pipeline companies and potential purchasers of
oil and natural gas. Because of competition among these purchasers for output from oil and natural gas producers, we generally
will not enter into long term contracts for the purchase of production.



As a result of effects of weather on costs,
results may be affected by seasonal factors. In addition, both sales volumes and prices tend to be affected by demand factors with
a significant seasonal component.



Expenditure of Production
Revenues.  Our share of production revenue from a given well will be burdened by and/or subject to
royalties and overriding royalties, monthly operating charges, and other operating costs. These items of expenditure involve
amounts payable solely out of, or expenses incurred solely by reason of, production operations. We intend to deduct operating
expenses from the production revenue for the corresponding period.







6









Competition



There are a large number of oil and natural
gas companies in the United States. Competition is strong among persons and companies involved in the exploration for and production
of oil and natural gas. We expect to encounter strong competition at every phase of business.  We will be competing with
entities having financial resources and staffs substantially larger than those available to us.



The national supply of natural gas is widely
diversified, with no one entity controlling over 5%. As a result of deregulation of the natural gas industry by Congress and FERC,
competitive forces generally determine natural gas prices. Prices of crude oil, condensate and natural gas liquids are not currently
regulated and are generally determined by competitive forces.



There will be competition among operators for
drilling equipment, goods, and drilling crews. Such competition may affect our ability to acquire leases suitable for development
and to expeditiously develop such leases once they are acquired.



Geological and Geophysical Techniques



We may engage detailed geological interpretation
combined with advanced seismic exploration techniques to identify the most promising leases.



Geological interpretation is based upon data
recovered from existing oil and gas wells in an area and other sources. Such information is either purchased from the company that
drilled the wells or becomes public knowledge through state agencies after a period of years. Through analysis of rock types, fossils
and the electrical and chemical characteristics of rocks from existing wells, we can construct a picture of rock layers in the
area. We will have access to the well logs and decline curves from existing operating wells. Well logs allow us to calculate an
original oil or gas volume in place while decline curves from production history allow us to calculate remaining proved producing
reserves. We have not purchased, leased, or entered into any agreements to purchase or lease any of the equipment necessary to
conduct the geological or geophysical testing referred to herein and will only be able to do so upon raising additional capital
through loans or the sale of equity securities.



Market for Oil and Gas Production



The market for oil and gas production is regulated
by both the state and federal governments. The overall market is mature and with the exception of gas, all producers in a producing
region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices.
There are price adjustments for quality difference from the Benchmark. Benchmark is Saudi Arabian light crude oil employed as the
standard on which OPEC price changes have been based. Quality variances from Benchmark crude results in lower prices being paid
for the variant oil. Oil sales are normally contracted with a purchaser, or gatherer as it is known in the industry, who will pick-up
the oil at the well site. In some instances, there may be deductions for transportation from the well head to the sales point.
At this time the majority of crude oil purchasers do not charge transportation fees, unless the well is outside their service area.
The service area is a geographical area in which the purchaser of crude oil will not charge a fee for picking upon the oil. The
purchaser, or oil gatherer as it is called within the oil industry, will usually handle all check disbursements to both the working
interest and royalty owners. We will be a working interest owner. By being a working interest owner, we are responsible for the
payment of our proportionate share of the operating expenses of the well. Royalty owners and over-riding royalty owners receive
a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the costs
of operating the lease. Therefore, we, in most instances, will be paying the expenses for the oil and gas revenues paid to the
royalty and over-riding royalty interests.



Gas sales are by contract. The gas purchaser
will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous month’s
sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard
price for gas. Prices will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market
whenever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased;
however, no assurance can be given at this time that such changes will not occur.



The marketing of any oil and natural gas produced
by us will be affected by a number of factors that are beyond our control and whose exact effect cannot be accurately predicted.
These factors include:













·the
amount of crude oil and natural gas imports;

·the
availability, proximity and cost of adequate pipeline and other transportation facilities;

·the
success of efforts to market competitive fuels, such as coal and nuclear energy and the growth and/or success of alternative energy
sources such as wind power;

·the
effect of United States and state regulation of production, refining, transportation and sales;

·the
laws of foreign jurisdictions and the laws and regulations affecting foreign markets;

·other
matters affecting the availability of a ready market, such as fluctuating supply and demand; and

·general
economic conditions in the United States and around the world.



The supply and demand balance of crude oil
and natural gas in world markets has caused significant variations in the prices of these products over recent years. The North
American Free Trade Agreement eliminated trade and investment barriers between the United States, Canada, and Mexico, resulting
in increased foreign competition for domestic natural gas production. New pipeline projects recently approved by, or presently
pending before, FERC as well as nondiscriminatory access requirements could further substantially increase the availability of
natural gas imports to certain U.S. markets. Such imports could have an adverse effect on both the price and volume of natural
gas sales from wells.



Members of the Organization of Petroleum Exporting
Countries establish prices and production quotas for petroleum products from time to time with the intent of affecting the current
global supply of crude oil and maintaining, lowering or increasing certain price levels. We are unable to predict what effect,
if any, such actions will have on both the price and volume of crude oil sales from the wells.



In several initiatives, FERC has required pipeline
transportation companies to develop electronic communication and to provide standardized access via the Internet to information
concerning capacity and prices on a nationwide basis, so as to create a national market. Parallel developments toward an electronic
marketplace for electric power, mandated by FERC, are serving to create multi-national markets for energy products generally. These
systems will allow rapid consummation of natural gas transactions. Although this system may initially lower prices due to increased
competition, it is anticipated to expand natural gas markets and to improve their reliability.



Regulation



Our operations will be affected from time to
time in varying degrees by domestic and foreign political developments, federal and state laws.



Production.  In most
areas of operations within the United States the production of oil and natural gas is regulated by state agencies that set allowable
rates of production and otherwise control the conduct of oil and natural gas operations. Among the ways that states control production
is through regulations that establish the spacing of wells or in some instances may limit the number of days in a given month during
which a well can produce.



Environmental.  Our
drilling and production operations will also be subject to environmental protection regulations established by federal, state,
and local agencies that in turn may necessitate significant capital outlays that would materially affect the financial position
and our business operations. These regulations, enacted to protect against waste, conserve natural resources and prevent pollution,
could necessitate spending funds on environmental protection measures, rather than on drilling operations. If any penalties or
prohibitions were imposed for violating such regulations, our operations could be adversely affected.



Natural Gas Transportation and Pricing.  FERC regulates the rates for interstate transportation of natural gas as well as the terms for access to natural
gas pipeline capacity. Pursuant to the Wellhead Decontrol Act of 1989, however, FERC may not regulate the price of natural gas.
Such deregulated natural gas production may be sold at market prices determined by supply and demand, Btu content, pressure, location
of wells, and other factors. We anticipate that all of the natural gas produced by our wells will be considered price decontrolled
natural gas and that each natural gas will be sold at fair market value.







7









Proposed Regulation.  Various
legislative proposals are being considered in Congress and in the legislatures of various states, which, if enacted, may
significantly and adversely affect the petroleum and natural gas industries. Such proposals involve, among other things, the
imposition of price controls on all categories of natural gas production, the imposition of land use controls, such as
prohibiting drilling activities on certain federal and state lands in protected areas, as well as other measures. At the
present time, it is impossible to predict what proposals, if any, will actually be enacted by Congress or the various state
legislatures and what effect, if any, such proposals will have on our operations.  On December 19, 2007, President
Bush signed into law the Energy Independence and Security Act (“EISA”), a law targeted at reducing national
demand for oil and increasing the supply of alternative fuel sources.  While EISA does not appear to directly
impact on our operations or cost of doing business, its impact on the oil and gas industry in general is
uncertain.  No prediction can be made as to what additional legislation may be proposed, if any, affecting the
competitive status of an oil and gas producer, restricting the prices at which a producer may sell its oil and gas or
the market demand for oil and gas nor can it be predicted which proposals, including those presently under consideration, if
any, might be enacted, nor when any such proposals, if enacted, might become effective.



The Kyoto Protocol to the United Nations Framework
Convention on Climate Change became effective in February 2005 (the “Protocol”). Under the Protocol, participating
nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse gases that
are suspected of contributing to global warming. The United States is not currently a participant in the Protocol.  However,
the U.S. Congress is considering proposed legislation directed at reducing greenhouse gas emissions. In addition, there has been
support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states
have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. The natural
gas and oil industry is a direct source of certain greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions
on such emissions could impact our operations.  At this time, it is not possible to accurately estimate how potential
future laws or regulations addressing greenhouse gas emissions would impact our business.



Acquisition of Possible Future Leases



Subject to being successful in drilling, completing,
and bringing into production our initial lease, we intend to, in the future, to acquire additional producing and non-producing
properties.  The acquisition process may be lengthy because of the amount of investigation which will be required prior
to submitting a bid to a major oil company. Currently, we are not engaged in any bidding process and will not be engaged in such
unless our initial business activities are successful. Verification of each property and the overall acquisition process can be
divided into three phases, as follows:



Phase 1.    Field
identification.  In some instances, the seller will have a formal divestiture department that will provide a sales
catalog of leases which will be available for sale.  Review of the technical filings made to the states along with a
review of the regional geological relationships, released well data and the production history for each lease will be utilized.  In
addition, a review of the proprietary technical data in the seller’s office will be made and calculation of a bid price for
the field.  We believe that the estimated cost of Phase 1 for one property will be approximately $5,000.



Phase 2.    Submission
of the Bid.  Each bid will be made subject to further verification of production capacity, equipment condition and
status, and title.  We believe that the estimated cost of Phase 2 for one property will be approximately $50,000.



Phase 3.    Closing.  Final
price negotiation will take place. Cash transfer and issuance of title opinions.  Tank gauging and execution of transfer
orders.  The cost of Phase 3 cannot be estimated at this time and is entirely dependent upon negotiations with the seller
and the seller’s offering price for the property.



After closing has occurred, the newly acquired
property will be turned over to us for possible work-overs or operational changes which will in our estimation increase each well’s
production.



In connection with the acquisition of an oil
and gas lease for work-over operations, we will only do so if we can acquire 100% ownership of the working-interest and surface
production equipment facilities with only minor expenses.  In exchange for an assignment of the lease, we will agree
to assume the obligation to plug and abandon the well in the event that we determine that reworking operations are either too expensive
or will not result in production in paying quantities.  The cost of plugging a well can run from $500 to $15,000, depending
on the condition of the well.



Several major oil companies have recently placed
numerous oil and gas properties out for competitive bidding.  We currently do not have sufficient revenues or funds available
to it to make a bid for such properties.  We have not initiated a search for additional leases and do not intend to do
so until we raise additional capital. We believe that it is not an efficient use of time to search for additional prospects when
we do not have sufficient capital to acquire and develop additional leases.  We intend to raise additional capital through
loans or the sale of equity securities in order to have sufficient funds to make a bid for such properties.  There is
no assurance that we will ever raise such additional capital and if we are unable to raise such capital, we may have to cease operations.



At the present time, we have not identified
any specific oil and gas leases which we intend to acquire other than we intend to acquire a lease in Stafford County, Kansas.





8











Transportation and Production



Transportation and Sale of Oil and Natural
Gas. We can make sales of oil, natural gas and condensate at market prices which are not subject to price controls at this
time. The price that we receive from the sale of these products is affected by our ability to transport and the cost of transporting
these products to market. Under applicable laws, the Federal Energy Regulatory Commission (“FERC”) regulates:



·the
construction of natural gas pipeline facilities, and

·the
rates for transportation of these products in interstate commerce.



Our possible future sales of natural gas are
affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation
remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and
the FERC from 1985 to the present. These changes affect the economics of natural gas production, transportation and sales. In addition,
the FERC is continually proposing and implementing new rules and regulations affecting these segments of the natural gas industry
that remain subject to the FERC’s jurisdiction. The most notable of these are natural gas transmission companies.



The FERC’s more recent proposals may
affect the availability of interruptible transportation service on interstate pipelines. These initiatives may also affect the
intrastate transportation of gas in some cases. The stated purpose of many of these regulatory changes is to promote competition
among the various sectors of the natural gas industry. These initiatives generally reflect more light-handed regulation of the
natural gas industry. The ultimate impact of the complex rules and regulations issued by the FERC since 1985 cannot be predicted.
In addition, some aspects of these regulatory developments have not become final but are still pending judicial and FERC final
decisions. We cannot predict what further action the FERC will take on these matters. However, we do not believe that any action
taken will affect it much differently than it will affect other natural gas producers, gatherers and marketers with which we might
compete against.



Effective as of January 1, 1995, the FERC implemented
regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting
oil to the purchaser. We do not believe that these regulations will affect it any differently than other oil producers and marketers
with which it competes with.



Regulation of Drilling and Production.
Our proposed drilling and production operations are subject to regulation under a wide range of state and federal statutes, rules,
orders and regulations. Among other matters, these statutes and regulations govern:



·the
amounts and types of substances and materials that may be released into the environment,

·the
discharge and disposition of waste materials,

·the
reclamation and abandonment of wells and facility sites, and

·the
remediation of contaminated sites, and require:



·permits
for drilling operations,

·drilling
bonds, and

·reports
concerning operations.



Kansas law contains:



·provisions
for the unitization or pooling of oil and natural gas properties,

·the
establishment of maximum rates of production from oil and natural gas wells, and

·the
regulation of the spacing, plugging and abandonment of wells.



Environmental Regulations



General. Our operations are affected
by the various state, local and federal environmental laws and regulations, including the:



·Clean
Air Act,

·Oil
Pollution Act of 1990,

·Federal
Water Pollution Control Act,

·Resource
Conservation and Recovery Act (“RCRA”),

·Toxic
Substances Control Act, and





·Comprehensive
Environmental Response, Compensation and Liability Act (“CERCLA”).







9









These laws and regulations govern the discharge
of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment.
In particular, the following activities are subject to stringent environmental regulations:



·drilling,

·development
and production operations,

·activities
in connection with storage and transportation of oil and other liquid hydrocarbons, and

·use
of facilities for treating, processing or otherwise handling hydrocarbons and wastes.



Violations are subject to reporting requirements,
civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall
cost of business. The increased costs cannot be easily determined. Such areas affected include:



·unit production expenses primarily related to the control and limitation
of air emissions and the disposal of produced water,

·capital costs to drill exploration and development wells resulting
from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes,
and

·capital costs to construct, maintain and upgrade equipment and
facilities and remediate, plug and abandon inactive well sites and pits.



Environmental regulations historically have
been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with
these laws and regulations or the future impact of such regulations on its operations. However, we do not believe that changes
to these regulations will have a significant negative effect



A discharge of hydrocarbons or hazardous substances
into the environment could subject us to substantial expense, including both the cost to comply with applicable regulations pertaining
to the clean-up of releases of hazardous substances into the environment and claims by neighboring landowners and other third parties
for personal injury and property damage. We do not maintain insurance for protection against certain types of environmental liabilities.



The Clean Air Act requires or will require
most industrial operations in the United States to incur capital expenditures in order to meet air emission control standards developed
by the EPA and state environmental agencies. Although no assurances can be given, we believe the Clean Air Act requirements will
not have a material adverse effect on our financial condition or results of operations.



RCRA is the principal federal statute governing
the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements, and liability for failure
to meet such requirements, on a person who is either:



·a
“generator” or “transporter” of hazardous waste, or

·an
“owner” or “operator” of a hazardous waste treatment, storage or disposal facility.



At present, RCRA includes a statutory exemption
that allows oil and natural gas exploration and production wastes to be classified as non-hazardous waste. As a result, we will
not be subject to many of RCRA’s requirements because its operations will probably generate minimal quantities of hazardous
wastes.



CERCLA, also known as “Superfund”,
imposes liability, without regard to fault or the legality of the original act, on certain classes of persons that contributed
to the release of a “hazardous substance” into the environment. These persons include:

·the
“owner” or “operator” of the site where hazardous substances have been released, and

·companies
that disposed or arranged for the disposal of the hazardous substances found at the site.



CERCLA also authorizes the EPA and, in some
instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the
responsible classes of persons the costs they incur. In the course of our ordinary operations, we could generate waste that may
fall within CERCLA’s definition of a “hazardous substance”. As a result, we may be liable under CERCLA or under
analogous state laws for all or part of the costs required to clean up sites at which such wastes have been disposed.







10









Under such law we could be required to:



·remove or remediate previously disposed wastes, including wastes
disposed of or released by prior owners or operators,

·clean
up contaminated property, including contaminated groundwater, or

·perform
remedial plugging operations to prevent future contamination.



We could also be subject to other damage claims
by governmental authorities or third parties related to such contamination.



While the foregoing regulations appear extensive,
we believe that because it will initially be drilling and operating one oil or gas well, compliance with the foregoing regulations
will not have any material adverse effect upon us. Further, we believe we will only spend minimal amounts of money to comply therewith
in connection with its one proposed well.



Company’s Office



Our principal executive office is located at
1361 Peltier Drive, Point Roberts, Washington 98281.  Our telephone number is 604-783-9664 and our registered agent for
service of process is the National Registered Agents Inc. of NV, located at 1000 East William Street, Suite 204, Carson City, Nevada
89701. Our fiscal year end is April 30.



Employees



We are a start-up stage company and currently
have no employees other than our sole officer and director.  We have no employment agreements with our sole officer and
director.  Our officer and sole director has decided that he will only devote 10% of his time or four hours per week
to our operations and as a result our operations may be sporadic and occur at times which are convenient to him.  Since
he has no experience in oil and gas operations, he intends to hire at least one person who has experience in operating oil and
gas leases.  The additional employee will not be hired until such time as we are ready to acquire an oil and gas lease. 
He will hire an additional person until we raise additional capital to support the employment of such individual.



ITEM 1A. RISK FACTORS.



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



ITEM 1B. UNRESOLVED STAFF COMMENTS.



None.



ITEM 2. PROPERTIES.



We do not currently lease or own any property.



ITEM 3. LEGAL PROCEEDINGS.



We are not a party to any litigation.



ITEM 4. MINE SAFETY DISCLOSURE.



Not applicable.





PART II



ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.



There is no public trading market for our common
stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.







11









Dividends



We have not declared any cash dividends, nor
do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not
be paid to render us insolvent. Dividend policy will be based on our cash resources and needs, and it is anticipated that all available
cash will be needed for our operations in the foreseeable future.



Section 15(g) of the Securities Exchange Act of 1934



Our shares are covered by section 15(g) of
the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell
such securities to persons other than established customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase
and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect
the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.



Section 15(g) also imposes additional sales
practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential
items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important
to in understanding of the function of the penny stock market, such as ID and offer quotes, a dealers spread and broker/dealer
compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions;
and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information
on the disciplinary history of broker/dealers and their associated persons.



Securities Authorized for Issuance Under Equity Compensation
Plans



We have no equity compensation plans and accordingly
we have no shares authorized for issuance under an equity compensation plan.



Status of Our Public Offering



On October 29, 2013, our Form S-1 registration
statement (SEC file no. 333-189839) was declared effective by the SEC.  On November 15, 2013, our shares were spun off by
Starflick.com to its shareholders of record.



ITEM 6. SELECTED FINANCIAL DATA.



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



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.



This section of this annual report includes
a number of forward-looking statements that reflect our current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our predictions.



Plan of Operation



We are a start-up, oil and gas exploration
stage corporation and distributor of oil field equipment. We have not yet generated or realized any revenues from our business
operations. We do not own any interest in any oil and gas leases or properties. An exploration stage corporation is one
engaged in the search for oil and gas reserves which are not in either the development or production stage.



We will begin limited operations by drop shipping
oil and gas equipment to purchasers.  We will find and locate the desired equipment and require our customer to pay us the
full purchase price.  We will then pay the manufacturer or wholesale therefore and cause the equipment to be delivered to
our customer.





12











At the same time, we intend to raise capital
via a private placement.  The proceeds from the private placement will be used to acquire an oil and gas lease,
upon which we intend to drill one oil and/or gas well.



Our auditors have issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we
begin drop shipping oil and gas related equipment.  Accordingly, we must raise cash from outside sources. We will not
acquire an oil and gas lease or begin drilling until we raise additional money. We believe we will need to raise a minimum gross
amount of $70,000, $50,000 net, in order to acquire one lease and drill one well to a depth of between 500 to 1,200 feet in Stafford
County, Kansas.  If we find oil and gas, and have additional proceeds available, we may drill additional wells on the
property.  We will begin selling the oil and gas and proceed to raise additional capital to acquire additional leases
and drill more wells.  We have targeted the geographical area of Stafford County, Kansas.



We will be conducting research in the form
of drilling on the property. Our exploration program is explained in as much detail as possible in the business section of this
prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months other than casing,
pipe, a pump jack, and tanks. Casing and pipe will be purchased with funds we receive from the sale of oil and gas related
equipment.  A pump jack and tanks will be purchased only if we strike oil. A pump jack and tanks are unnecessary if we find
gas.



We do not intend to interest other companies
in the property if we find oil and/or gas. We intend to develop the property our self.



If we are unable to complete drilling one well
on the property, we will suspend operations until we raise more money. If we can’t or don’t raise more money, we will
cease operations. If we cease operations, we don’t know what we will do, and we don’t have any plans to do anything.



We do not intend to hire additional employees
at this time.  All of the work on the property will be conduct by unaffiliated independent contractors that we will hire.
The independent contractors will be responsible for drilling one well.



In the event we complete our exploration program
prior to the end of one year, and it is anticipated we will do so as reflected in the milestones that follow, if we find oil and/or
gas, we will spend the balance of the year creating a program for development of the property. If we do not find oil and/or gas
on the property, we attempt to locate a new property, raise additional money, and explore the new property.



Milestones



The following are our milestones:



1. Before March 31, 2018– Begin selling
and drop shipping oil and gas equipment.



2. 0-90 days after raising $100,000 as a result
of selling oil and gas equipment to customers or through a private placement.



3. 90-270 days after raising $100,000. - Acquire
one oil and gas lease and begin drilling. Drilling will cost $20.00 per foot. This cost includes placing casing and pipe in the
ground. We will drill one well on the property. We anticipate drilling to a depth of between 500 to 1,200 feet. - Cost $10,000
- $24,000.  Time to conduct drilling - 90 days.



4. 270-365 days after raising $100,000. Either
begin production and raise additional capital to drill other wells on the property, or if oil and/or gas is not found, target a
new property and raise additional capital to explore the new property.



The cost of the subcontractors is included
in cost of drilling. All funds for the foregoing activities will be obtained from our public offering.



The foregoing figures are tailored for drilling
wells in Stafford County, Kansas.  Mr. Nagy obtained his information consulting with drilling contractors, operators, and
pumpers located in Stafford County, Kansas.







13









Limited Operating History; Need for Additional Capital



There is no historical financial information
about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any
revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks
inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration
of the property, and possible cost overruns due to price and cost increases in services.



To become profitable and competitive, we must sell
oil and gas related equipment.  We are seeking equity financing to provide for the capital required to drill one or two wells.



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



Results of Operations



From Inception on April 24, 2013



Operations since inception consisted of the
spin off our proposed oil and gas business and preparation of our registration statement.



Our parent corporation, Starflick.com caused
its sole officer and director, Zoltan Nagy, to advance the legal and accounting fees of $50,360 for our spin-off and registration
statement. We are obligated to repay Mr. Nagy said amount. The amount is not evidenced by any written documentation. The balance
outstanding is non-interest bearing and is due on demand. Mr. Nagy does not intend to demand repayment until such time as we are
able to pay the balance due.



For the year ended April 30, 2017 our net loss
was $13,783 compared to $11,971 for the year ended April 30, 2016. The increase in the current year is due to a $2,174 increase
in professional fees, which is offset by a $362 decrease in general and administrative expenses.



Liquidity and Capital Resources







As reflected in the accompanying financial
statements, the Company has an accumulated deficit of $86,314 at April 30, 2017, had a net loss of $13,783, and had net cash used
by operating activities of $7,835 for the year ended April 30, 2017.



No cash was used in investing activities for
the years ended April 30, 2017 or 2016.



Net cash provided by financing activities for
the year ended April 30, 2017 was $7,833 compared to $10,156 provided by financing activities in the prior year.





We will be able to stay in business for at
least one year by drop shipping oil and gas equipment to our customers since the customer is responsible for payment in full of
all equipment prior to delivery of the same.  To meet our need for cash for oil and gas exploration, we will attempt to raise
money from a private placement and our profits from the sale of oil and gas equipment.



Our sole officer and sole director is willing
to advance funds to us on an as needed basis until such time as we can sustain our operations without his assistance.  At
the present time, we have not made any arrangements to raise additional cash, other than through as described herein. If we need
additional cash and can’t raise or Mr. Nagy will not advance the same, we will either have to suspend operations until we
do raise the cash or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.



On November 15, 2013, Starflick.com spun-off
120,850,000 shares of common stock pursuant to our registration statement in a public offering.  The spin-off did not raise
any capital.





As of April 30, 2017, our total assets were
$0 and our total liabilities were $85,105. The total liabilities consist of a $60,484 related party loan due to Zoltan Nagy, CEO
of the Company, and $24,621 of accounts payable and accrued liabilities.





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.



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







14









ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





BLACK ROCK PETROLEUM COMPANY



FOR THE YEARS ENDED APRIL 30, 2017 AND 2016



INDEX TO FINANCIAL STATEMENTS



|                                                                                                    |  | 
|--------------------------------------------------------------------------------------------------- |  | 
|Report of Independent Registered Public Accounting Firm                                             |  | 
|Balance Sheets as of April 30, 2017 and 2016 (Restated)                                             |  | 
|Statements of Operations for the years ended April 30, 2017 and 2016 (Restated)                     |  | 
|Statements of Stockholders’ Equity (Deficit) for the years ended April 30, 2017 and 2016 (Restated) |  | 
|Statements of Cash Flows for the years ended April 30, 2017 and 2016 (Restated)                     |  | 
|Notes to Financial Statements (Restated)                                                            |  | 







15

















MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Shareholders & Board of Directors

Black Rock Petroleum Company



Opinion on the Financial Statements

We have audited the accompanying restated balance sheets of Black
Rock Petroleum Company as of April 30, 2017 and 2016 and the related restated statements of operations, changes in stockholders’
deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the years then
ended. In our opinion, the restated financial statements present fairly, in all material respects, the financial position of the
Company as of April 30, 2017 and 2016 and the results of its operations and its cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.



Going Concern

The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although
the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue
as a going concern. Management’s plan in regard to these matters is also described in Note #3. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion

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

We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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



/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2018.



Seattle, Washington

October 11, 2019





F-1









|BLACK ROCK PETROLEUM COMPANY BALANCE SHEETS (Restated)                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      
|                                                                                                                                      
|ASSETS                                                                                                                                
|Current Assets:                                                                                                                       
|Cash                                                                                                                                  
|Total Current Assets                                                                                                                  
|Total Assets                                                                                                                          
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                 
|Current Liabilities:                                                                                                                  
|Accounts payable                                                                                                                      
|Due to related parties                                                                                                                
|Total Current Liabilities                                                                                                             
|Total Liabilities                                                                                                                     
|                                                                                                                                      
|Commitments and Contingencies                                                                                                         
|                                                                                                                                      
|Stockholders’ Equity (Deficit):                                                                                                       
|Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding                                    
|Common stock, $0.001 par value, 200,000,000 shares authorized; 120,850,000 and 120,850,000 shares issued and outstanding, respectively
|Accumulated deficit                                                                                                                   
|Total stockholders' deficit                                                                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                           
|                                                                                                                                      
|                                                                                                                                      





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







F-2









|BLACK ROCK PETROLEUM COMPANY
        STATEMENTS OF OPERATIONS
        (Restated)
|--------------------------------------------------------------------------------
|                                                                                
|                                                                                
|Revenue                                                                         
|                                                                                
|Operating Expenses:                                                             
|Professional fees                                                               
|General and administrative                                                      
|Total operating expenses                                                        
|                                                                                
|Loss from operations                                                            
|                                                                                
|Net Loss                                                                        
|                                                                                
|Loss per share, basic and diluted                                               
|                                                                                
|Weighted average shares outstanding, basic and diluted                          
|                                                                                



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







F-3









|BLACK ROCK PETROLEUM COMPANY
        STATEMENT OF STOCKHOLDERS’ DEFICIT
        (Restated)
|------------------------------------------------------------------------------------------
|                                                                                          
|                                                                                          
|Balance at April 30, 2015 (restated)                                                      
|                                                                                          
|Net loss for the year ended April 30, 2016(restated)                                      
|                                                                                          
|Balance at April 30, 2016(restated)                                                       
|                                                                                          
|Net loss for the year ended April 30, 2017(restated)                                      
|                                                                                          
|Balance at April 30, 2017(restated)                                                       
|                                                                                          



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





F-4











|BLACK ROCK PETROLEUM COMPANY STATEMENTS OF CASH FLOWS (Restated)           
|---------------------------------------------------------------------------
|                                                                           
|                                                                           
|                                                                           
|CASH FLOW FROM OPERATING ACTIVITIES:                                       
|Net Loss                                                                   
|Adjustments to reconcile net loss to net cash used in operating activities:
|Changes in Operating Assets and Liabilities:                               
|Accounts payable and accrued liabilities                                   
|Net Cash Used in Operating Activities                                      
|                                                                           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                      
|                                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                      
|Proceeds related parties                                                   
|Net Cash Provided by Financing Activities                                  
|                                                                           
|Net Decrease in Cash                                                       
|Cash at Beginning of Year                                                  
|Cash at End of Year                                                        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                          
|Cash paid during the year for:                                             
|Interest                                                                   
|Income taxes                                                               
|                                                                           



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







F-5











BLACK ROCK PETROLEUM COMPANY

NOTES TO THE RESTATED FINANCIAL STATEMENTS

April 30, 2017



NOTE 1 – ORGANIZATION AND DESCRIPTION OF
BUSINESS

Black Rock Petroleum
Company, (“Black Rock” or “The Company”) located at 1361 Peltier Drive, Point Roberts WA, 98281, was formed
on April 24, 2013 under the laws of the State of Nevada.  We have not commenced our planned principal operations. The Company’s
fiscal year end is April 30.

We have not generated any operating revenues to date.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation

The Company’s restated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).



Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



Income Taxes

The Company follow ASC 740-10-30, which requires
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between
the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which
the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes
it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income
in the period that includes the enactment date.



On December 22, 2017, the Tax Cuts and Jobs
Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced
corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities
to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change
was signed into law.



The Company adopted ASC 740-10-25 (“ASC
740-10-25”) with regard to uncertainty income taxes.  ASC 740-10-25 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under ASC 740-10-25, we
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the
financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood
of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and
penalties on income taxes, and accounting in interim periods and requires increased disclosures.  We had no material adjustments
to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.



Net income (loss) per common share

Net income (loss) per common share
is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted
average number of shares of common stock and potentially outstanding shares of common stock during the period.  The
weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company
incorporated as of the beginning of the first period presented. There were no potentially dilutive shares for the years ended
April 30, 2017 and 2016.





F-6







BLACK ROCK PETROLEUM COMPANY

NOTES TO THE RESTATED FINANCIAL STATEMENTS

April 30, 2017





Recently issued accounting pronouncements

On June 20, 2018, the Financial
Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity
and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel,
suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee
awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the
award after this date. The Company has chosen to early adopt this standard.

In January 2017, the Financial Accounting
Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations
(Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions
or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals,
goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and
should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this
accounting standard update.



In October 2016, the FASB issued ASU 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the
income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is
effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is
in the process of evaluating the impact of this accounting standard update on its financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement
of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for
targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective
of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017,
with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its
statements of cash flows.

In March 2016, the FASB issued ASU 2016-09,
Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several
aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and
statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal
years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016,
with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its
financial statements.



In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet
and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December
15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company
is in the process of evaluating the impact of this accounting standard update on its financial statements.



In May 2014, August 2015, April 2016 and
May 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09 (ASC Topic 606), Revenue from
Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date,
ASU 2016- from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the
Effective Date, ASU 2016-10 (ASC Topic 10 (ASC Topic 606) Revenue from Contracts with Customers, Identifying Performance
Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with 606) Revenue from Contracts with
Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with
accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance,
including industry-specific guidance. It also requires entities to disclose both quantitative and qualitative information
that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows
arising from contracts with customers. The amendments in these ASUs are effective for fiscal years, and interim periods
within those years, beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after
December 15, 2016. The Company is in the process of assessing the impact, if any, on its financial statements.





F-7









BLACK ROCK PETROLEUM COMPANY

NOTES TO THE RESTATED FINANCIAL STATEMENTS

April 30, 2017





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



As reflected in the accompanying restated financial
statements, the Company has an accumulated deficit of $86,314 at April 30, 2017, has no current operations and has generated no
income to date. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements
have been prepared assuming that the Company will continue as a going concern. These restated financial statements do not include
any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern.



NOTE 4 - RELATED PARTY TRANSACTIONS



During the year ended April 30, 2016, the director
paid for $50,360 of the Company’s expenses.



During the year ended April 30, 2016, the sole
director of the Company purchased all common stock of the Company from Starflick.Com Incorporated for the consideration amount
of $1,088. The $1,088 was never received and was credited to the related party payable.



As of April 30, 2016, $52,651 was due to Zoltan
Nagy, CEO for monies he loaned to the company to pay for operating expenses. During the year ended April 30, 2017, Mr. Nagy loaned
another $7,833 to the Company. The amount due is unsecured, non-interest bearing and due on demand.



NOTE 5 – INCOME TAXES



At April 30, 2017, the Company had net operating
loss carry forwards of approximately $86,300 that maybe offset against future taxable income.  No tax benefit has been
reported in the April 30, 2017 or 2016 financial statements since the potential tax benefit is offset by a valuation allowance
of the same amount.



On December 22, 2017, the U.S. government enacted
comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes
new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective
January 1, 2018. For certain deferred tax assets and deferred tax liabilities, we have applied the new rate retroactively.



The provision for Federal income tax consists
of the following for the years ended April 30, 2017 and 2016:





|                                            |  | 2017 |        | 2016
|------------------------------------------- |  | ---- | ------ | ----
|Federal income tax benefit attributable to: |  |      |        |     
|Current operations                          |  | $    | 2,894  |     
|Less: valuation allowance                   |  |      | (2,894 | )   
|Net provision for Federal income taxes      |  | $    | -      |     





The cumulative tax effect at the expected rate
of 21% (the U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted) of significant items comprising
our net deferred tax amount is as follows as of April 30, 2017 and 2016:



|                         |  | 2017 |         | 2016
|------------------------ |  | ---- | ------- | ----
|Deferred Tax Assets:     |  |      |         |     
|NOL Carryover            |  | $    | 18,126  |     
|Less valuation allowance |  |      | (18,126 | )   
|Net deferred tax assets  |  | $    | -       |     





F-8













Due to the change in ownership provisions of
the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.



ASC Topic 740 provides guidance on the accounting
for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine
whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the
position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize
in the financial statements.



The Company includes interest and penalties
arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of April 30,
2017 and 2016 the Company had no accrued interest or penalties related to uncertain tax positions.



NOTE 6 – RESTATEMENT

The April 30, 2017 and 2016 financial statements
are being restated to remove amounts for rent expense that were accounted for in error and correct other payables.



The following tables summarize
changes made to the April 30, 2017 and 2016 balance sheets.

|                                            |  | April 30, 2016
|------------------------------------------- |  | --------------
|                                            |  | As Reported   
|Cash                                        |  | $             
|Total assets                                |  | $             
|                                            |  |               
|Accounts payable                            |  | $             
|Due to shareholder                          |  |               
|Total liabilities                           |  |               
|                                            |  |               
|Preferred Stock                             |  |               
|Common stock                                |  |               
|Accumulated deficit                         |  |               
|Total Stockholders’ Deficit                 |  |               
|Total liabilities and stockholders’ deficit |  | $             
|                                            |  |               



|                   |  | April 30, 2017
|------------------ |  | --------------
|                   |  | As Reported   
|Cash               |  | $             
|Total assets       |  | $             
|                   |  |               
|Accounts payable   |  | $             
|Due to shareholder |  |               
|Total liabilities  |  |               
|                   |  |               
|Preferred Stock    |  |               
|Common stock       |  |               



|Accumulated deficit                         |   | (106,240) |   | 19,926 |   | (86,314)
|------------------------------------------- | - | --------- | - | ------ | - | --------
|Total Stockholders’ Deficit                 |   | (105,031) |   | 19,926 |   | (85,105)
|Total liabilities and stockholders’ deficit | $ | 2         | $ | (2)    | $ | -       
|                                            |   |           |   |        |   |         





The following table summarizes
changes made to the years ended April 30, 2017 and 2016 Statements of Operations.



|                           |  | For the year ended April 30, 2016
|-------------------------- |  | ---------------------------------
|                           |  | As Reported                      
|Professional fees          |  | $                                
|Rent expense               |  |                                  
|General and administrative |  |                                  
|Net Loss                   |  | $                                







|                           | For the year ended April 30, 2017
|-------------------------- | ---------------------------------
|                           |                                  
|Professional fees          | $                                
|Rent expense               |                                  
|General and administrative |                                  
|Net Loss                   | $                                





NOTE 7 – SUBSEQUENT EVENTS



Management has evaluated subsequent events
pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement were available
to be issued and has determined that there are no material subsequent events that require disclosure in these restated financial
statements.





F-9









ITEM 9.  CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There have been no disagreements on accounting
and financial disclosures from the inception of our company through the date of this Form 10-K.



As of February 1, 2015, Malone Bailey, LLP
was no longer engaged as the Company’s independent registered public accountant.



On July 9, 2018, the company engaged Michael
Gillespie & Associates, PLLC as its new independent registered public accountant.



ITEM 9A.  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”),
that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),
of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO
and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.



Limitations on the Effectiveness of Controls



Our management, including our CEO and CFO,
does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, 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, within the Company have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,
by collusion of two or more people, or by management or board override of the control.



The design of any system of controls also 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; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Management’s Report on Internal Control over Financial
Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The
Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management
and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America.



Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the financial statements.





26











Because of its inherent limitations, internal
controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed,
have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly,
even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement
preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness of
our internal control over financial reporting as of April 30, 2017. In making this assessment, it used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based
on our assessment, as of April 30, 2017, the Company’s internal control over financial reporting was not effective as follows:
(1) limited or lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process
and accounting function and (2) no independent directors.



Changes in Internal Controls



There were no changes in our internal control
over financial reporting during the year ended April 30, 2017 that have affected, or are reasonably likely to affect, our internal
control over financial reporting.



ITEM 9B.  OTHER INFORMATION



None.

PART III



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE



Our sole director will serve until his successor
is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his
or his successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating,
auditing or compensation committees.



The name, address, age and position of our
present sole officer and director is set forth below:

|                                  |     |                                                            
|--------------------------------- | --- | -----------------------------------------------------------
|                                  |     |                                                            
|Name and Address                  | Age | Position(s)                                                
|                                  |     |                                                            
|Zoltan Nagy                       | 51  | president, principal executive officer, principal financial
|1361 Peltier Drive                |     | officer, principal accounting officer, secretary, treasurer
|Point Roberts, Washington   98281 |     | and sole member of the board of directors                  



The person named above has held his offices/positions
since inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.



Background of Our Sole Officer and Director



Since April 24, 2013, our inception, Zoltan
Nagy has been our president, secretary, treasurer, principal financial officer, principal accounting officer and sole member of
our board of directors.  Since March 24, 2011, Mr. Nagy has been president, secretary, treasurer, principal financial officer,
principal accounting officer and sole member of our board of directors of Starflick.com our parent corporation.  From August
30, 2007 to April 27, 2011, Mr. Nagy was president, chief executive officer, treasurer, secretary and a director of Raptor Technology
Group, Inc., a Nevada corporation whose common stock is traded on the Bulletin Board under the symbol RAPT.  Raptor Technology
Group, Inc. is engaged in the business of fabrication of equipment.  On October 10, 2014, Raptor’s Exchange Act registration
was revoked by the SEC. The foregoing positions constituted Mr. Nagy’s principal occupations and employment during the past
five years.







27









Involvement in Certain Legal Proceedings



During the past ten years, Mr. Nagy has not
been the subject of the following events:



1. A petition under the Federal bankruptcy
laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court
for the business or property of such person, or any partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of which he was an executive officer at or within two years
before the time of such filing;



2. Convicted in a criminal proceeding or is
a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);



3. The subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him
from, or otherwise limiting, the following activities;



i) Acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any
other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with
such activity;

ii) Engaging in any type of business practice;
or

iii) Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws
or Federal commodities laws;



4. The subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to
be associated with persons engaged in any such activity;



5. Was found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action
or finding by the Commission has not been subsequently reversed, suspended, or vacated;



6. Was found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;



7. Was the subject of, or a party to, any Federal
or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating
to an alleged violation of:



i) Any Federal or State securities or commodities
law or regulation; or

ii) Any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or
restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail
or wire fraud or fraud in connection with any business entity; or



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



Audit Committee Financial Expert



We do not have an audit committee financial
expert.  We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert
at this time is prohibitive.  Further, because we have no operations, at the present time, we believe the services of a financial
expert are not warranted.





28









Conflicts of Interest



The only conflict that we foresee are that
our sole officer and director will devote time to projects that do not involve us or are related in any manner to the film industry.



Audit Committee and Charter



We have a separately-designated audit committee
of the board.  Audit committee functions are performed by our board of directors. None of our directors are deemed independent.
All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls
and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding
accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.1 with our Form 10-K/A-1 filed
with the Securities and Exchange Commission on September 16, 2014.



Code of Ethics



We have adopted a corporate code of ethics.
We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full,
fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting
of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1
with our Form 10-K/A-1 filed with the Securities and Exchange Commission on September 16, 2014.



Disclosure Committee and Charter



We have a disclosure committee and disclosure
committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is
to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding
the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial
reports.  A copy of the disclosure committee charter is filed as Exhibit 99.2 with our Form 10-K/A-1 filed with the Securities
and Exchange Commission on September 16, 2014.



Section 16(a) of the Securities Exchange Act of 1934



As of the date of this report, we are not subject
to Section 16(a) of the Securities Exchange Act of 1934, which requires our executive officers and directors, and persons who beneficially
own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange
Commission.



ITEM 11.  EXECUTIVE COMPENSATION



The following table sets forth the compensation
paid by us for the last two fiscal years ending April 30 for our sole officer. This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed
addresses all compensation awarded to, earned by, or paid or named executive officers.







29









Summary Compensation Table





|(a)                                     | (b) | (c)    | (d)   | (e)                  | (f)                   | (g)                                                    | (h)                                                                                                           | (j)  
|--------------------------------------- | --- | ------ | ----- | -------------------- | --------------------- | ------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | -----
|Name and Principal
        Position [1] |     | Salary | Bonus | Stock
        Awards | Option
        Awards | Non-Equity
        Incentive Plan
        Compensation | Change in
        Pension Value &
        Nonqualified
        Deferred
        Compensation
        Earnings | Total
|Year                                    | ($) | ($)    | ($)   | ($)                  | (S)                   | ($)                                                    | ($)                                                                                                          



|Zoltan Nagy   | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0
|------------- | ---- | - | - | - | - | - | - | -
|CEO, Director | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0



We have no employment agreements with our sole
officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.



The compensation discussed herein addresses
all compensation awarded to, earned by, or paid to our named executive officer.  Further, no compensation has been paid subsequent
to April 30, 2017.



There are no other stock option plans, retirement,
pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.



Compensation of Directors



The sole member of our board of directors is
not compensated for his services as a director. The board has not implemented a plan to award options to our directors. There are
no contractual arrangements with our sole director. We have no director’s service contracts.  The following table sets
forth compensation paid to our sole director from inception on April 24, 2013 to our year end on April 30, 2017.  Since that
time we have not paid any compensation to Mr. Nagy either as an executive officer or as a director.



Director Compensation Table

|            |                                             |                      |                       |                                                        |                                                                                                               |                                |      
|----------- | ------------------------------------------- | -------------------- | --------------------- | ------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ------------------------------ | -----
|            |                                             |                      |                       |                                                        |                                                                                                               |                                |      
|(a)         | (b)                                         | (c)                  | (d)                   | (e)                                                    | (f)                                                                                                           | (g)                            | (h)  
|            | Fees Earned
        or Paid in
        Cash | Stock
        Awards | Option
        Awards | Non-Equity
        Incentive Plan
        Compensation | Change in Pension
        Value &
        Nonqualified
        Deferred
        Compensation
        Earnings | All Other
        Compensation | Total
|Name        | ($)                                         | ($)                  | ($)                   | ($)                                                    | ($)                                                                                                           | ($)                            | ($)  
|            |                                             |                      |                       |                                                        |                                                                                                               |                                |      
|Zoltan Nagy | 0                                           | 0                    | 0                     | 0                                                      | 0                                                                                                             | 0                              | 0    



Long-Term Incentive Plan Awards



We do not have any long-term incentive plans
that provide compensation intended to serve as incentive for performance.



Indemnification



Under our Articles of Incorporation and Bylaws
of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because
of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to
which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect
to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.



Regarding indemnification for liabilities arising
under the Securities Act of 1933, as amended, which may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.





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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth, as of the date
of this annual report, the total number of shares owned beneficially by our directors, officers and key employees, individually
and as a group, and present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership
will be assuming completion of the sale of all shares in our public offering. The stockholders listed below have direct ownership
of their shares and possesses sole voting and dispositive power with respect to the shares.



|                                                 |                  |  |                        
|------------------------------------------------ | ---------------- |  | -----------------------
|Name and Address                                 | Number of Shares |  | Percentage of Ownership
|Maximum Ventures Holdings                        | 7,470,000        |  | 6.18%                  
|Harmony Ridge Corp.                              | 7,040,000        |  | 5.83%                  
|All others (2 persons)                           | 14,510,000       |  | 12.01                  
|Beneficial Ownership                             |                  |  |                        
|Zoltan Nagy                                      | 100,000,000      |  | 82.75%                 
|1361 Peltier Drive                               |                  |  |                        
|Point Roberts, WA   98281                        |                  |  |                        
|                                                 |                  |  |                        
|All Officers and Directors as a Group (1 person) | 100,000,000      |  | 82.75%                 
|                                                 |                  |  |                        



Future sales by existing stockholders



The 120,850,000 shares of common stock were
issued in our spin-off, 20,850,000 will be immediately resalable and 100,000,000 owned by Mr. Nagy will be restricted securities
and may only be resold pursuant to an effective registration statement, Rule 144 not being available for the resale of Mr. Nagy’s
shares, since we are deemed a shell company.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



As of April 30, 2016, $52,651 was due to Zoltan
Nagy, CEO for monies he loaned to the company to pay for operating expenses. During the year ended April 30, 2017, Mr. Nagy loaned
another $7,833 to the Company. The amount due is unsecured, non-interest bearing and due on demand.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



|                   |  |   | 2017   |   | 2016 
|------------------ |  | - | ------ | - | -----
|Audit Fees         |  | $ | 11,280 | $ | 7,450
|Audit-Related Fees |  | $ | 0      | $ | 0    
|Tax Fees           |  | $ | 0      | $ | 0    
|All Other Fees     |  | $ | 0      | $ | 0    



(1) Audit Fees

The aggregate fees billed for each of the last
two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and
review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years was:



(2) Audit-Related Fees

The aggregate fees billed in each of the last
two fiscal years for assurance and related services by the principal accountants that

are reasonably related to the performance
of the audit or review of our financial statements and are not reported in the preceding paragraph:0

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(3) Tax Fees

The aggregate fees billed in each of the last
two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning
was:



(4) All Other Fees

The aggregate fees billed in each of the last
two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs
(1), (2), and (3) was:



(5)Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve
all accounting related activities prior to the performance of any services by any accountant or auditor.



(6)The percentage of hours expended
on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed
to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.





32











PART IV



ITEM 15. EXHIBITS



|        |                                                                                                                                         |                           |      |        |                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ---- | ------ | ----------------------
|        |                                                                                                                                         |                           |      |        |                       
|        |                                                                                                                                         | Incorporated by reference |     
|Exhibit | Document Description                                                                                                                    | Form                      | Date | Number | Filed
        herewith
|        |                                                                                                                                         |                           |      |        |                       
|31.1    | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |                           |      |        | X                     
|        |                                                                                                                                         |                           |      |        |                       
|32.1    | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         |                           |      |        | X                     







33











SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this October 22, 2019.



| |                              |                                                                                                                                                                 
| | ---------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                              |                                                                                                                                                                 
| | BLACK ROCK PETROLEUM COMPANY
| |                              |                                                                                                                                                                 
| | BY:                          | /s/ Zoltan Nagy                                                                                                                                                 
| |                              | Zoltan Nagy                                                                                                                                                     
| |                              | President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the date indicated.



|                |                                                                                                                          |                  
|--------------- | ------------------------------------------------------------------------------------------------------------------------ | -----------------
|                |                                                                                                                          |                  
|Signature       | Title                                                                                                                    | Date             
|                |                                                                                                                          |                  
|/s/ Zoltan Nagy | President, Principal Executive Officer,                                                                                  | October  22, 2019
|Zoltan Nagy     | Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors |                  









34