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Black Rock Petroleum Co – ‘10-Q/A’ for 7/31/17

On:  Wednesday, 1/8/20, at 2:26pm ET   ·   For:  7/31/17   ·   Accession #:  1079974-20-10   ·   File #:  0-55281

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 1/08/20  Black Rock Petroleum Co           10-Q/A      7/31/17    3:152K                                   Edgar.Tech Fili… Svcs/FA

Amendment to Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Quarterly Report                       HTML     79K 
 2: EX-31       Certification -- §302 - SOA'02                      HTML      9K 
 3: EX-32       Certification -- §906 - SOA'02                      HTML      5K 


‘10-Q/A’   —   Amendment to Quarterly Report
Document Table of Contents

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11st Page  –  Filing Submission
"The accompanying notes are an integral part of these unaudited restated condensed financial statements

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U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended July 31, 2017

 

  [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

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)
 

1361 Peltier Drive

Point Roberts, Washington 98281

(Address of Principal Executive Offices)
 

Registrant’s telephone number, including area code: (604) 783-9664

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]

Non-accelerated filer [ ]

Emerging growth company [ ]

Accelerated filer [ ]

Smaller reporting company [X]

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes  [ ]        No  [X]

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of January 2, 2020, the issuer had 120,850,000 shares of its common stock issued and outstanding.

 

 

 

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EXPLANATORY NOTE

The following Form 10-Q/A for the quarter ended July 31, 2017 is being filed in order to correct certain errors in accounting; specifically, for accounts payable and related party payables.

 

TABLE OF CONTENTS

PART I    
Item 1. Condensed Unaudited Restated Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II   12
Item 1. Legal Proceedings 12
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mining Safety Disclosures 13
Item 5. Other Information 13
Item 6. Exhibits 14
  Signatures 15

 

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

BLACK ROCK PETROLEUM COMPANY

INDEX TO FINANCIAL STATEMENTS

 

 

 

Condensed Balance Sheets as of July 31, 2017 (unaudited) (restated) and April 30, 2017 (restated) 4
Condensed Statements of Operations for the Three Months ended July 31, 2017 and 2016 (unaudited) (restated) 5
Condensed Statements of Stockholders’ Equity (Deficit) for the three months ended July 31, 2017 and 2016 (Restated) 6
Condensed Statements of Cash Flows for the Three Months ended July 31, 2017 and 2016 (unaudited) (restated) 7
Notes to the Condensed Restated Financial Statements (unaudited) 8

 

 

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BLACK ROCK PETROLEUM COMPANY

CONDENSED BALANCE SHEETS

(Restated)

 

          
           
    July 31, 2017    April 30, 2017 
ASSETS   (Unaudited)    (Audited) 
Current Assets:          
    Cash  $-   $- 
        Total Assets  $-   $- 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities:          
    Accounts payable  $24,407   $24,621 
    Due to related parties   61,694    60,484 
       Total Current Liabilities   86,101    85,105 
       Total Liabilities   86,101    85,105 
Stockholders' Deficit:          
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding   -    - 
Common Stock par value $0.001; 200,000,000 shares authorized, 120,850,000 shares issued and outstanding,   1,209    1,209 
Accumulated deficit   (87,310)   (86,314)
Total Stockholders' Deficit   (86,101)   (85,105)
Total Liabilities and Stockholders' Deficit  $-   $- 
           

 

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

 

 

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BLACK ROCK PETROLEUM COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited) / (Restated)

 

 

    For the Three Months Ended July 31,
    2017   2016
Revenue   $ -   $ -
             
Operating Expenses:            
    General and administrative     360     2,000
Total operating expenses     360     2,000
             
Loss from operations     (360)     (2,000)
             
Other Expense:            
    Interest expense     (636)     -
Total other expense     (636)     -
             
    Net Loss   $ (996)   $ (2,000)
             
Loss per share, basic and diluted   $ (0.00)   $ (0.00)
Weighted average shares outstanding, basic and diluted     120,850,000     120,850,000

 

 

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

 

 

 

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BLACK ROCK PETROLEUM COMPANY

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2016

(Restated)

   Common Stock  Accumulated Deficit  Total
   Shares  Amount      
Balance at April 30, 2016 (restated)   120,850,000   $1,209   $(72,531)  $(71,322)
                     
Net loss (restated)   -    -    (2,000)   (2,000)
                     
Balance at July 31, 2016 (restated)   120,850,000   $1,209   $(74,531)  $(73,322)
                     

 

 

BLACK ROCK PETROLEUM COMPANY

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2017

(Restated)

   Common Stock  Accumulated Deficit  Total
   Shares  Amount      
Balance at April 30, 2017 (restated)   120,850,000   $1,209   $(86,314)  $(85,105)
                     
Net loss (restated)   -    -    (996)   (996)
                     
Balance at July 31, 2017 (restated)   120,850,000   $1,209   $(87,310)  $(86,101)
                     

 

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

 

 

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BLACK ROCK PETROLEUM COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Restated)

 

    For the Three Months Ended July 31,
    2017   2016  
CASH FLOW FROM OPERATING ACTIVITIES:              
Net loss   $ (996)   $ (2,000)  
Adjustments to reconcile net loss to net cash used in operating activities:              
Changes in Operating Assets and Liabilities:              
    Accounts payable     (214)     2,000  
Net Cash Used in Operating Activities     (1,210)     -  
               
CASH FLOWS FROM INVESTING ACTIVITIES:     -     -  
               
CASH FLOWS FROM FINANCING ACTIVITIES:              
    Cash advance – related party     1,210     -  
Net Cash Provided by Financing Activities     1,210     -  
               
Net Change in Cash     -     -  
Cash at Beginning of Period     -     2  
Cash at End of Period   $ -   $ 2  
               
Cash paid during the period for:              
   Interest   $ -   $ -  
   Income taxes   $ -   $ -  
                 

 

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

  

 

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BLACK ROCK PETROLEUM COMPANY

NOTES TO CONDENSED RESTATED FINANCIAL STATEMENTS

July 31, 2017

(Unaudited) 

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 unaudited restated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending April 30, 2018. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2017.

 

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 may differ from those estimates.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the unaudited restated condensed financial statements for the three months ended July 31, 2017.

 

Recently issued accounting pronouncements

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

 

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying unaudited restated condensed financial statements, the Company has an accumulated deficit of $87,310 at July 31, 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, Zoltan Nagy, CEO and Director, advanced $50,360 to the Company to pay for general operating expenses. As of July 31, 2017, and April 30, 2017, $61,694 and $60,484 is due to Mr. Nagy, respectively. The amount due is unsecured, non-interest bearing and due on demand.

 

 

 

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NOTE 6 – RESTATEMENTS

The July 31, 2017 and 2016 Statements of Operations and the July 31, 2017 and April 30, 2017 balance sheets are being restated to remove amounts for rent expense that were accounted for in error and to correct accounts payable.

 

The following tables summarize changes made to the July 31, 2017 and April 30, 2017 balance sheets.

 

   July 31, 2017
   As Reported  Adjustment  As Restated
Total assets  $2   $(2)  $- 
                
Accounts payable  $61,280   $(36,873)  $24,407 
Due to related parties   50,360    11,334    61,694 
Total liabilities   111,640    (25,539)   86,101 
                
Preferred Stock   -    -    - 
Common stock   1,209    -    1,209 
Accumulated deficit   (112,847)   25,537    (87,310)
Total stockholders’ deficit   (111,638)   25,537    (86,101)
Total liabilities and stockholders’ deficit  $2   $-   $- 

 

   April 30, 2017
   As Reported  Adjustment  As Restated
Cash  $2   $(2)  $- 
Total assets  $2   $(2)  $- 
                
Accounts payable  $18,673   $5,948   $24,621 
Due to shareholder   86,360    (25,876)   60,484 
Total liabilities   105,033    (19,928)   85,105 
                
Preferred Stock   -    -    - 
Common stock   1,209    -    1,209 
Accumulated deficit   (106,240)   19,926    (86,314)
Total Stockholders’ Deficit   (105,031)   19,926    (85,105)
Total liabilities and stockholders’ deficit  $2   $(2)  $- 
                

 

 

 

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The following tables summarize changes made to the three months ended July 31, 2017 and 2016 Statements of Operations.

 

  For the three months ended July 31, 2016
    As Reported   Adjustment   As Restated
Professional fees $ 2,857 $ (857) $ (2,000)
General and administrative   3,000   (3,000)   -
Stock management fees   750   (750)   -
Net Loss $ (6,607) $ 4,607 $ (2,000)

 

 

  For the three months ended July 31, 2017
    As Reported   Adjustment   As Restated
Professional fees $ 2,857 $ (2,857) $ -
General and administrative   3,000   (2,640)   360
Stock management fees   750   (750)   -
Interest expense   -   636   636
Net Loss $ (6,607) $ 5,611 $ (996)

 

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 restated financial statements were available to be issued and has determined that there are no material subsequent events that require disclosure in these restated financial statements.

 

 

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

 

This section of this quarterly 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.  

 

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 $100,000, in order to acquire one lease and drill one well to a depth of between 1,500 to 3,200 feet in the Arkoma Basin in Norman, OK.  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 areas of South Illinois and West Kentucky.

 

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.

 

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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

 

We have not yet recognized any revenue as of July 31, 2017.

 

For the three months ended July 31, 2017 our net loss was $996 compared to $2,000 for the three months ended July 31, 2016. Our only expense in the current period was $360 for filing fees and $636 of interest expense.

 

Liquidity and Capital Resources

 

As of July 31, 2017, we have no available cash, liabilities of $86,101 and an accumulated deficit of $87,310. During the three months ended July 31, 2017 we used $1,210 of cash, which were advances to us by our CEO. For the three months ended July 31, 2016, we used no cash for operating activities.

 

Our sole officer and 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 it, 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.

 

ITEM 3. 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.

 

ITEM 4. 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.

 

Changes in Internal Controls

 

There were no changes in our internal control over financial reporting during the three months ended July 31, 2017 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not a party to any litigation.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

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

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

ITEM 5. OTHER INFORMATION

 

None

 

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ITEM 6. 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
           
101.INS XBRL Instance Document.      
           
101.SCH XBRL Taxonomy Extension – Schema.      
           
101.CAL XBRL Taxonomy Extension – Calculations.      
           
101.DEF XBRL Taxonomy Extension – Definitions.      
           
101.LAB XBRL Taxonomy Extension – Labels.      
           
101.PRE XBRL Taxonomy Extension – Presentation.      

 

 

 

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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 January 7, 2020.

 

     
     
  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, January 7, 2020
Zoltan Nagy   Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors  

 

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q/A’ Filing    Date    Other Filings
Filed on:1/8/20
1/7/20
1/2/20
4/30/18NT 10-K
For Period end:7/31/1710-Q,  NT 10-K
4/30/1710-K,  10-K/A,  NT 10-K
7/31/1610-Q,  10-Q/A
4/30/1610-K,  10-K/A,  NT 10-K
4/24/13
 List all Filings 
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