UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
Commission File Number: 000-12895
PETRO USA, INC.
(Exact name of registrant as specified in its charter)
Nevada | 32-0252180 | |||||
( | ||||||
(IR.S. Employer Identification | No.) | |||||
7325 Oswego Road | ||||||
Liverpool, New York | 13090 | |||||
(Address of principal executive | (Zip Code) | |||||
Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 lastpast 90 days.days YES [X] NO [ ]☒
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 (SS (§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).
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“large accelerated filer, "accelerated filer," "non-accelerated filer,"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated | |||||
Non-accelerated | ||||||
Smaller reporting company ☒ | ||||||
Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).: Yes YES [X] NO [ ]☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 30,920 shares of common stock as of November 13, 2020.
EXPLANATORY NOTE
Petro USA, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the(this “Amendment”) to the Company’s quarterly reportits Quarterly Report on Form 10-Q for the quarterperiod ended MarchSeptember 31, 20142021 (the “Form“Original Form 10-Q”), as originally filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2017 (the “Original Filing Date”),December 27, 2021, solely to furnishcorrect a mistake that stated that the corrected Exhibit 101Company was a “Shell Company” when it was not .
Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of10-Q. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
TABLE OF CONTENTS
PART II - OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
None
ITEM 1A. | RISK FACTORS |
Not Applicable
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None
ITEM 4. | MINE SAFETY DISCLOSURE. |
Not Applicable
ITEM 5. | OTHER INFORMATION |
None
Item 6. EXHIBITS
Exhibit 31.1 | Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 31.2 | Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32.1 | Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32.2 | Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, of 1934,the registrant caused this report has beento be signed belowon its behalf by the following person on behalf of the Registrant and in the capacities on this 18t h of October 2017.
Dated: June 3, 2022 | Petro USA, Inc. | |
By: /s/Joseph C. Passalaqua | ||
Joseph C Passalaqua, Chief Executive Officer, Chief Financial Officer & President | ||
4