Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Document And Entity Information | ||
Entity Registrant Name | PETRO USA, INC. | |
Entity Central Index Key | 0000745543 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Shell Company? | false | |
Is Entity's Reporting Status Current? | Yes | |
Entity Interactive Data | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,920 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Current Assets: | ||
Cash and cash equivalents | ||
Total current assets | ||
Total assets | 0 | 0 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 25,082 | 15,223 |
Due to related parties | 88,050 | 75,673 |
Total current liabilities | 113,132 | 90,896 |
Total liabilities | 113,132 | 90,896 |
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, none shares issued and outstanding | ||
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, 2,964,181,540 shares issued and outstanding respectively | 3 | 3 |
Additional paid-in capital | 121,677,146 | 121,669,646 |
Accumulated deficit | (121,790,281) | (121,760,545) |
Total stockholders' deficit | (113,132) | (90,896) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock - par value | $ 0.001 | $ 0.0001 |
Preferred stock - shares authorized | 10,000,000 | 10,000,000 |
Preferred stock - shares issued | ||
Preferred stock - shares outstanding | ||
Common stock- par value | $ 0.0001 | $ 0.0001 |
Common stock- shares authorized | 7,000,000,000 | 7,000,000,000 |
Common stock- shares issued | 2,964,181,540 | 2,964,181,540 |
Common stock- shares outstanding | 2,964,181,540 | 2,964,181,540 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
Other general and administrative expenses | 540 | 1,100 | 29,736 | 2,600 |
Total operating expenses | 540 | 1,100 | 29,736 | 2,600 |
Loss from operations | (540) | (1,100) | (29,736) | (2,600) |
Other income (expense) | ||||
Loss on settlement of debt | ||||
Interest expense | ||||
Total other income (expense) | ||||
Net loss | $ (540) | $ (1,100) | $ (29,736) | $ (2,600) |
Basic and fully diluted loss per common share | $ (0.02) | $ (0.04) | $ (0.96) | $ (0.06) |
Basic and fully diluted weighted average common shares outstanding | 30,920 | 30,218 | 30,920 | 30,218 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (29,736) | $ (2,600) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Issuance of common stock as share based compensation | 7,500 | |
Loss on extinquishment of debt | ||
Changes in assets and liabilities | ||
Increase (decrease) in accounts payable | 9,859 | 2,000 |
Increase (decrease) in due to related parties | 12,377 | 600 |
Net cash provided by (used in) operating activities | ||
Cash Flows from Financing Activities | ||
Net increase (decrease) in cash | ||
Cash and cash equivalents, beginning period | ||
Cash and cash equivalents, end of period | ||
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Conversion of related party debt |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Jun. 30, 2019 | 30,218 | ||||
Beginning Balance, Amount at Jun. 30, 2019 | $ 3 | $ 121,669,646 | $ (121,743,210) | $ (73,561) | |
Net loss | (1,000) | (1,000) | |||
Ending Balance, Shares at Sep. 30, 2019 | 30,218 | ||||
Ending Balance, Amount at Sep. 30, 2019 | $ 3 | 121,669,646 | (121,744,210) | (74,561) | |
Beginning Balance, Shares at Jun. 30, 2019 | 30,218 | ||||
Beginning Balance, Amount at Jun. 30, 2019 | $ 3 | 121,669,646 | (121,743,210) | (73,561) | |
Net loss | (2,600) | ||||
Ending Balance, Shares at Mar. 31, 2020 | 30,218 | ||||
Ending Balance, Amount at Mar. 31, 2020 | $ 3 | 121,669,646 | (121,745,810) | (76,161) | |
Beginning Balance, Shares at Sep. 30, 2019 | 30,218 | ||||
Beginning Balance, Amount at Sep. 30, 2019 | $ 3 | 121,669,646 | (121,744,210) | (74,561) | |
Net loss | (500) | (500) | |||
Ending Balance, Shares at Dec. 31, 2019 | 30,218 | ||||
Ending Balance, Amount at Dec. 31, 2019 | $ 3 | 121,669,646 | (121,744,710) | (75,061) | |
Net loss | (1,100) | (1,100) | |||
Ending Balance, Shares at Mar. 31, 2020 | 30,218 | ||||
Ending Balance, Amount at Mar. 31, 2020 | $ 3 | 121,669,646 | (121,745,810) | (76,161) | |
Beginning Balance, Shares at Jun. 30, 2020 | 30,218 | ||||
Beginning Balance, Amount at Jun. 30, 2020 | $ 3 | 121,669,646 | (121,760,545) | (90,896) | |
Net loss | (5,346) | (5,346) | |||
Ending Balance, Shares at Sep. 30, 2020 | 30,218 | ||||
Ending Balance, Amount at Sep. 30, 2020 | $ 3 | 121,669,646 | (121,765,891) | (96,242) | |
Beginning Balance, Shares at Jun. 30, 2020 | 30,218 | ||||
Beginning Balance, Amount at Jun. 30, 2020 | $ 3 | 121,669,646 | (121,760,545) | (90,896) | |
Net loss | (29,736) | ||||
Ending Balance, Shares at Mar. 31, 2021 | 30,920 | ||||
Ending Balance, Amount at Mar. 31, 2021 | $ 3 | 121,677,146 | (121,790,281) | (113,132) | |
Beginning Balance, Shares at Sep. 30, 2020 | 30,218 | ||||
Beginning Balance, Amount at Sep. 30, 2020 | $ 3 | 121,669,646 | (121,765,891) | (96,242) | |
Shares issued for services, Shares | 1,000,000 | ||||
Shares issued for services, Amount | $ 1,000 | 6,500 | 7,500 | ||
Shares returned to treasury, Shares | 702 | ||||
Cancellation of preferred shares, Shares | 702 | ||||
Ending Balance, Shares at Dec. 31, 2020 | 1,000,000 | 30,920 | |||
Ending Balance, Amount at Dec. 31, 2020 | $ 1,000 | $ 3 | 121,676,146 | (121,789,741) | (96,242) |
Shares returned to treasury, Shares | (1,000,000) | ||||
Cancellation of preferred shares, Shares | (1,000,000) | ||||
Cancellation of preferred shares, Amount | $ (1,000) | 1,000 | |||
Net loss | (540) | (540) | |||
Ending Balance, Shares at Mar. 31, 2021 | 30,920 | ||||
Ending Balance, Amount at Mar. 31, 2021 | $ 3 | $ 121,677,146 | $ (121,790,281) | $ (113,132) |
Organization, Description of Bu
Organization, Description of Business and Basis of Accounting | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Basis of Accounting | 1. Organization, Description of Business, and Basis of Accounting Business Organization All State Properties Holdings, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a name change for the Registrant to Petro U.S.A., Inc. to reflect a change in the business to become an operator of and travel centers in the United States, The Company's fiscal year end is June 30th. Accounting Basis These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America (“U.S. GAAP”) consistently applied. The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2020 and notes thereto contained in our 10-K Annual Report Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent. Actual results could differ from those estimates. Income Taxes The Company uses the asset and liability method of accounting for income taxes. At March 31, 2021 and June 30, 2020, respectively, the deferred tax asset and deferred tax liability accounts as recorded when material to the financial statements, are entirely the result of temporary and permanent differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt . As of March 31, 2021, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. Dividends Fair Value of Financial Instruments The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets that are measured and recognized at fair value on a non-recurring basis: Level 1: None Level 2: None Level 3: None Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of March 31, 2021, and June 30, 2020, the Company has no issued and outstanding warrants or options. |
Going Concern
Going Concern | 9 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise. This raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments that might result from this uncertainty. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. Income Taxes The Company provides for income taxes asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons: March 31, 2021 2020 Income tax expense at statutory rate $ 6,245 $ 546 Valuation Allowance (6,245) (546) Income tax expense per books $ - $ - Net deferred tax assets consist of the following components as of March 31, 2021 and June 30, 2020: March 31, June 30, 2021 2020 Net Operating Loss Carryover $ 224,559 $ 194,823 Valuation Allowance (224,559) (194,823) Net Deferred Tax Asset $ - $ - The Company had net operating loss carryforwards of approximately $840,000 at March 31, 2021. |
Related Party
Related Party | 9 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party | 4. Related Party Transactions The Amounts due to related parties are advances from a company controlled by the Company's Chief Executive Officer in order to pay operating expenses of the Company. These advances are non-interest bearing and payable upon demand. On January 20, 2021, Mr. Pete R Iodice was appointed as President and Board Member of the Company. On April 9, 2021, Mr. Peter R. Iodice resigned as President and Director of the Company. |
Organization, Description of _2
Organization, Description of Business and Basis of Accounting (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Organization Description Of Business And Basis Of Accounting | |
Business Organization | Business Organization All State Properties Holdings, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a name change for the Registrant to Petro U.S.A., Inc. to reflect a change in the business to become an operator of and travel centers in the United States, The Company's fiscal year end is June 30th. |
Accounting Basis | Accounting Basis These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America (“U.S. GAAP”) consistently applied. The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2020 and notes thereto contained in our 10-K Annual Report |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. At March 31, 2021 and June 30, 2020, respectively, the deferred tax asset and deferred tax liability accounts as recorded when material to the financial statements, are entirely the result of temporary and permanent differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt. As of March 31, 2021, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. |
Dividends | Dividends |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets that are measured and recognized at fair value on a non-recurring basis: Level 1: None Level 2: None Level 3: None |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of March 31, 2021, and June 30, 2020, the Company has no issued and outstanding warrants or options. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | March 31, 2021 2020 Income tax expense at statutory rate $ 6,245 $ 546 Valuation Allowance (6,245) (546) Income tax expense per books $ - $ - |
Deferred tax assets | March 31, June 30, 2021 2020 Net Operating Loss Carryover $ 224,559 $ 194,823 Valuation Allowance (224,559) (194,823) Net Deferred Tax Asset $ - $ - |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory rate | $ 6,245 | $ 546 |
Valuation Allowance | (6,245) | (546) |
Income tax expense per books |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Income Taxes - Deferred Tax Assets | ||
Net Operating Loss Carryover | $ 224,559 | $ 194,823 |
Valuation Allowance | (224,559) | (194,823) |
Net Deferred Tax Asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
Net operating loss carryover | $ 840,000 |