UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

FORM 10-Q

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
[X]QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2010
OR
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2010
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From             to             

Commission File Number:file number   000-52304

RAPHAEL INDUSTRIES LTD.SINO AMERICAN OIL COMPANY
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
(State or other jurisdiction of incorporation or organization)

5190 Neil Road, Suite 430
Reno, NV   89502
(Address of principal executive offices, including Zip Code)zip code.)

Registrant's (866) 261-8853
(telephone number, including area code:    1-866-261-8853code)

Indicate by check mark whether the registrantissuer (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 pastlast 90 days.
Yes x     No oYES [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).   YES [X]     NO [   ]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No xYES [   ]     NO [X]
Large accelerated filer   
o
Accelerated filer 
o
Non-accelerated filer  
o
Smaller reporting companyx

APPLICABLE ONLY TO CORPORATE ISSUERSISSUERS:

StateIndicate the number of shares outstanding of each of the Issuer'sissuer’s classes of common equity,stock, as of the latest practicable date: Common, $0.0001 par value per share: 19,023,000 outstandingdate:   29,023,000  as of August 13, 2010.February 14, 2011.



 
 
 

Raphael Industries Ltd.
(A Development Stage Company)
June 30, 2010
TABLE OF CONTENTS

  IndexPage
  
PART I.
Item 1.
Financial Statements.
3
Financial Statements:
Balance Sheets
F-1
Statements of Operations
F-2
  
Statements of OperationsCash Flows
F-3
  
Statements of Cash FlowsStockholders’ Equity
F-4
  
Notes to the Financial Statements of Stockholders Equity
F-5
  
Notes to theItem 2.
Management’s Discussion and Analysis of Financial StatementsCondition and Results of Operations.
F-69
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
10
Item 4.
Controls and Procedures.
10
PART II.
Item 1A.
Risk Factors.
10
Item 6.
Exhibits.
10
Signatures
12
Exhibit Index
13







 
-2-

PART I – FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

Sino American Oil Company (formerly Raphael Industries Ltd.)
 (A Development Stage Company)
Balance Sheets
 (Unaudited)

    December 31 September 30
    2010 2010
    $ $
       
ASSETS    
       
Current Assets    
 Cash 1,163,760   171,145
 Restricted cash                      -       856,387
 Prepaid expenses                        -                       47
       
 Total Current Assets    1,163,760   1,027,579
       
Property and Equipment (Note 3)                 5,526                  1,477
       
Total Assets   1,169,286  1,029,056
       
       
LIABILITIES AND STOCKHOLDERS' EQUITY   
       
Current Liabilities    
 Accounts payable and accrued liabilities 18,725                  7,787
 Licensee fee payable 43,410    43,410
       
Total Liabilities   62,135  51,197
       
Going Concern and Commitments (Notes 1)   
       
Stockholders' Equity   
       
Common stock: 100,000,000 shares authorized, $0.0001 par value   
29,023,000 (19,023,000 in September, 2010) shares issued and outstanding                 2,902                  1,902
       
Additional Paid-in Capital  1,318,248  319,248
Share Subscriptions-  856,387
Donated Capital (Note 4) 240,000  232,800
Deficit Accumulated During the Development Stage  (453,999)  (432,478)
       
Total Stockholders' Equity1,107,151   977,859
       
Total Liabilities and Stockholders' Equity 1,169,286  1,029,056
       


The accompanying notes are an integral part of these financial statements
F-1
 
-2--3-
 

Sino American Oil Company (formerly Raphael Industries Ltd.)
(A (A Development Stage Company)
Balance SheetsStatements of Operations
 (Unaudited)
    June 30 September 30
    2010 2009
    $ $
    (Unaudited)  
ASSETS    
       
Current Assets    
 Cash 188,954 239,248
 Prepaid expenses                      94                     100
       
 Total Current Assets189,048 239,348
       
Property and Equipment (Note 3)                 1,736                     434
       
Total Assets 190,784 239,782
       
       
LIABILITIES AND STOCKHOLDERS' EQUITY   
       
Current Liabilities    
 Accounts payable16,420  2,891
 Accrued liabilities                 3,000                  2,500
 Licensee fee payable43,410 43,410
       
Total Liabilities 62,830 48,801
       
Going Concern and Commitments (Notes 1, 6 and 7)   
       
Stockholders' Equity   
       
Common stock: 100,000,000 shares authorized, $0.0001 par value   
19,023,000 (9,511,500 in September, 2009) shares issued and outstanding (Note 6)                 1,902                  1,902
       
Additional Paid-in Capital319,248 319,248
       
Donated Capital (Note 4)225,600 204,000
       
Deficit Accumulated During the Development Stage(418,796) (334,169)
       
Total Stockholders' Equity127,954 190,981
       
Total Liabilities and Stockholders' Equity190,784 239,782

      Accumulated from
      October 31, 2005
  Three months ended Three months ended (Date of Inception)
  December 31 December 31 to December 31
  2010 2009 2010
  $ $ $
       
       
Revenue                             -                            -       205,242
Cost of sales                             -                            -   106,710
       
Gross Profit                             -                            -                     98,532
       
Operating Expenses     
       
 Foreign currency loss (gain)                     (9,715)                    (3,393)                     14,028
 General and administrative                    31,236                   24,162   476,796
 Option expense                             -                            -                     60,000
       
Total Operating Expenses                    21,521                   20,769     550,824
       
Net income (loss) before taxes                   (21,521)                  (20,769)    (452,292)
       
Income tax expense (benefit)                             -                            -                       1,707
       
Net income (loss)                   (21,521)                  (20,769)   (453,999)
       
Loss per share - Basic and diluted                      (0.00)                     (0.00)  
       
Weighted Average Shares Outstanding              28,914,304             19,023,000  





The accompanying notes are an integral part of these financial statements
F-2
 
-3--4-
 

Sino American Oil Company (formerly Raphael Industries Ltd.)
(A (A Development Stage Company)
Statements of OperationsCash Flows
 (Unaudited)
          Accumulated from
  Three months Three months Nine months Nine months Oct 31, 2005
  ended ended ended ended (Date of Inception)
  June 30 June 30 June 30 June 30 June 30
  2010 2009 2010 2009 2010
  $ $ $ $ $
           
           
Revenue- - - 9,390 205,242
Cost of sales- - - 4,879 106,710
           
Gross Profit- - - 4,511 98,532
           
Operating Expenses         
           
 Foreign currency (gain) loss6,185 (11,631) (1,756) 15,435 26,680
 General and administrative28,966 20,853 86,383 65,944 428,941
 Option expense- - - - 60,000
           
Total Operating Expenses35,151 9,222 84,627 81,379 515,621
           
Net income (loss) before taxes(35,151) (9,222) (84,627) (76,868) (417,089)
           
Income tax expense- - - - 1,707
           
Net income (loss)(35,151) (9,222) (84,627) (76,868) (418,796)
           
Loss per share - Basic and diluted(0.00) (0.00) (0.00) (0.00)  
           
Weighted Average Shares Outstanding19,023,000 19,023,000 19,023,000 19,023,000  

        Accumulated from
    Three months Three months October 31, 2005
    ended ended (Date of Inception)
    December 31 December 31 to December 31
    2010 2009 2010
    $ $ $
         
Operating Activities     
         
 Net Income (loss)             (21,521)              (20,769)             (453,999)
         
 Adjustments to reconcile net loss of cash     
  Depreciation                   266                    212               25,334
  Donated services                7,200                 7,200              240,000
  Option lapse                       -                        -               50,000
         
 Change in operating assets and liabilities     
  Accounts receivable                       -                        -                        -
  Prepaid expenses                     47                    100                        -
  Accounts payable and accrued liabilities                10,938                 6,876               18,725
  License fee payable                       -                        -               43,410
         
Net Cash (Used In) Operating Activities               (3,070)                (6,381)              (76,530)
         
Investing Activities     
         
 Deposit on database list option                       -                        -              (50,000)
 Website development                       -                        -              (22,000)
 Purchase of equipment               (4,315)                (2,076)                (8,860)
         
Net Cash Flows (Used In) Investing Activities               (4,315)                (2,076)              (80,860)
         
Financing Activities     
         
 Share subscriptions received            (856,387)                      -                      -
 Proceeds from issuance of common stock          1,000,000                      -           1,321,150
         
Net Cash Flows Provided By Financing Activities             143,613                      -           1,321,150
         
Increase (Decrease) in Total Cash             136,228                (8,457)           1,163,760
         
Restricted cash released             856,387                        -                        -
         
Cash - Beginning of Period             171,145              239,248                        -
         
Cash - End of Period          1,163,760              230,791           1,163,760
         
Supplemental Disclosure     
 Interest paid                      29                        -                    333
 Income taxes paid- -                 1,707
 Foreign exchange loss (gain)               (9,715)                (3,393)               14,028


The accompanying notes are an integral part of these financial statements
F-3
 
-4--5-
 

Sino American Oil Company (formerly Raphael Industries Ltd.)
(A (A Development Stage Company)
Statements of Cash FlowsStockholders’ Equity
For the Period from October 31, 2005 (Date of Inception) to December 31, 2010
 (Unaudited)
 
        Accumulated from
    Nine months Nine months October 31, 2005
    ended ended (Date of Inception)
    June 30 June 30 June 30
    2010 2009 2010
    $ $ $
         
Operating Activities     
         
 Net Income (loss)(84,627) (76,868) (418,796)
         
 Adjustments to reconcile net loss of cash     
  Depreciation773 6,001  24,808
  Donated services21,600 43,200  225,600
  Option lapse-   -  50,000
         
 Change in operating assets and liabilities     
  Accounts receivable -   11,048                        -
  Prepaid expenses        6       (175)  (94)
  Accounts payable and accrued liabilities14,029 (4,094)  19,420
  License fee payable - 7,643   43,410
         
Net Cash (Used In) Operating Activities(48,219) (13,245)  (55,652)
         
Investing Activities     
         
 Deposit on database list option                       -                        -              (50,000)
 Website development                       -                        -              (22,000)
 Purchase of equipment(2,075)                        -                (4,544)
         
Net Cash Flows (Used) In Investing Activities     (2,075)                        -              (76,544)
         
Financing Activities     
         
 Proceeds from issuance of common stock                     -                      -              321,150
         
Net Cash Flows Provided By Financing Activities                     -                      -              321,150
         
Increase (Decrease) in Cash(50,294) (13,245)              188,954
         
Cash – Beginning of Period239,248 241,589                        -
 
Cash - End of Period188,954 228,344              188,954
         
Supplemental Disclosure     
 Interest paid 151    8                    207
 Foreign exchange (gain) loss(1,756) 15,435               26,680
    AdditionalShare  Total
  Common StockPaid-inSubsDonated Stockholders'
  SharesAmountCapitalReceivedCapitalDeficitEquity
  # $ $$ $ $ $
         
Balance on October 31, 2005                -   -     --     -      -          -
         
October 31, 2005 - issue of common stock for       
 cash at $1.00 per share               1   1    --    -   -               1
         
November 28, 2005 - cancellation of common       
 Stock  (1)  (1)     --     -    -              (1)
         
November 28, 2005 - issue of common stock       
 for cash at $0.01 per share1,000,000 100 4,900-    -   -         5,000
         
April 30, 2006 - issue of common stock       
 for cash at $0.01 per share13,000,000 1,300 63,700-      -    -       65,000
         
Donated services              -    -              -- 52,800              -       52,800
         
Net loss and comprehensive loss              -    -  - (22,650)      (22,650)
         
Balance - September 30, 200614,000,000 1,400 68,600- 52,800(22,650)     100,150
         
April 30, 2007 - issue of common stock       
 for cash at $0.10 per share5,023,000 502250,648-     -      -     251,150
         
Donated services              -   -             --57,600              -       57,600
         
Net loss and comprehensive loss              -   --  -   -(148,789)    (148,789)
         
Balance - September 30, 200719,023,000 1,902 319,248-110,400(171,439)     260,111
         
Donated services              -   -             --    57,600              -       57,600
         
Net loss and comprehensive loss              -     --  -       -(93,376)      (93,376)
         
Balance - September 30, 200819,023,000 1,902 319,248-168,000(264,815)     224,335
         
Donated services              -    -              --  36,000              -       36,000
         
Net loss and comprehensive loss              -   -- -     -  (69,354)      (69,354)
         
Balance - September 30, 200919,023,0001,902319,248- 204,000(334,169)     190,981
         
Share subscriptions received    856,387       856,387
         
Donated services              -    -              --   28,800              -       28,800
         
Net loss and comprehensive loss              -    -          --   - (98,309)      (98,309)
         
Balance - September 30, 201019,023,000 1,902  319,248 856,387 232,800(432,478)     977,859
         
October 1, 2010 - issue of common stock       
 for cash at $0.10 per share10,000,000 1,000 999,000(856,387)   -              -     143,613
         
Donated services              -    -              -- 7,200              -         7,200
         
Net loss and comprehensive loss              -     -              --      -(21,521)      (21,521)
         
Balance - December 31, 201029,023,000 2,9021,318,248    - 240,000(453,999)   1,107,151

The accompanying notes are an integral part of these financial statements
F-4
 
-5-

Raphael Industries Ltd.
(A Development Stage Company)
Statements of Stockholders’ Equity
For the Period from October 31, 2005 (Date of Inception) to June 30, 2010
    Additional  Total
  Common StockPaid-inDonated Stockholder’s
  SharesAmountCapitalCapitalDeficitEquity
  # $ $ $ $ $
        
Balance on October 31, 2005 (Date of Inception)-----                      -
        
October 31, 2005 - issue of common stock for      
 cash at $0.50 per share21---    1
        
November 28, 2005 - cancellation of common     
 Stock(2)(1)---  (1)
        
November 28, 2005 - issue of common stock     
 for cash at $0.005 per share1,000,0001004,900-- 5,000
        
April 30, 2006 - issue of common stock      
 for cash at $0.005 per share13,000,0001,30063,700--  65,000
        
Donated services---52,800 - 52,800
        
Net loss and comprehensive loss-- - (22,650)(22,650)
        
Balance - September 30, 200614,000,0001,40068,60052,800(22,650)100,150
       
April 30, 2007 - issue of common stock      
 for cash at $0.10 per share5,023,000502250,648--251,150
        
Donated services---57,600-57,600
       
Net loss and comprehensive loss-- - (148,789)(148,789)
       
Balance - September 30, 200719,023,0001,902319,248110,400(171,439)260,111
       
Donated Services---57,600-57,600
       
Net loss and comprehensive loss-- -(93,376)(93,376)
       
Balance – September 30, 200819,023,0001,902319,248168,000(264,815)224,335
       
Donated Services---36,000-36,000
       
Net loss and comprehensive loss-- -(69,354)(69,354)
       
Balance – September 30, 200919,023,0001,902319,248204,000(334,169)190,981
       
Donated Services---21,600-21,600
       
Net loss and comprehensive loss----(84,627)(84,627)
       
Balance – June 30, 201019,023,0001,902319,248225,600(418,796)127,954

The accompanying notes are an integral part of these financial statements
F-5
-6-
 

Sino American Oil Company (formerly Raphael Industries Ltd.)
(A (A Development Stage Company)
Notes to Financial Statements
June 30,December 31, 2010
(Unaudited)
 
NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
 
Raphael Industries Ltd.Sino American Energy Company (“the Company”) was incorporated as Raphael Industries Ltd. on October 31, 2005 under the laws of the State of Nevada. ItsAt the balance sheet date its principal business iswas to market database for commercial use in newsletters, direct mail, and internet marketing promotions.  On November 11, 2010 the company changed its name to Sino American Oil Company in anticipation of the company’s new business direction which is exploration for oil and gas.
 
The financial statements are prepared in accordance with generally accepted accounting principles in the United States on a going concern basis which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company has funded operations through the issuance of capital stock and the limited generation of revenues. The Company has limitedno operating history in its anticipated business direction, has not generated limited revenues from such operations, and may require additional capital requirements. As at June 30,December 31, 2010, the Company has an accumulated deficit of $418,796.$453,999. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from thet he outcome of this uncertainty.
 
Management’s plan is to continue raising additional funds through future equity or debt financings, as needed, until it can generate sufficient revenues to maintain sustainable profitable operations. On October 25, 2006, the Company filed an amended SB-2 Registration Statement with the United States Securities and Exchange Commission and raised $251,150. On June 3, 2010 the Company filed an S-1 registration statement to register 10,000,000 shares for sale at $0.10 per share. The registration statement was declared effective by the Securities and Exchange Commission on June 11, 2010. As of the balance sheet date no funds have been2010 and raised pursuant to the registration statement. It$1,000,000. The Company has sufficient capital to maintain operations for the next 12 months.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(a) Basis of Presentation and Fiscal Year
 
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is September 30.
 
(b) Interim Financial Statements

The interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods shown.  However, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements.  Accordingly, it is suggested that these interim financial statements be read in conjunction with the Company’s September 30, 2010 annual financial statements
The results of operations for such periods are not necessary indicative of the results expected for a full year or for any future period.
 
(c) Recent Accounting Pronouncements
 
The Company adopts new accounting pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective adoption date. Management does not believe that any recently issued but not yet effective standards, if currently adopted, would have a material effect on these financial statements.

 
NOTE 3 – PROPERTY AND EQUIPMENT

   June 30,September 30,
   20102009
  AccumulatedNet CarryingNet Carrying
 CostamortizationValueValue
 $$$$
     
Computer hardware4,5452,8081,736434
   December 31,September 30,
   20102010
  AccumulatedNet CarryingNet Carrying
 CostamortizationValueValue
 $$$$
     
Computer hardware8,8603,3345,5261,477

F-5
 
-7-

Sino American Oil Company (formerly Raphael Industries Ltd.)
 (A Development Stage Company)
Notes to Financial Statements
December 31, 2010
 (Unaudited)

NOTE 4 – RELATED PARTY TRANSACTIONS
 
Consulting fees of $14,400$7,200 ($7,200 in 2009) were recorded as donated services by the previous President of the Company for consulting services provided to the Company during the six month period ended March 31, 2010 and consulting fees of $7,200 were recorded as donated services by the current President of the Company for consulting services provided to the Company during the three month period ended June 30,December 31, 2010. These fees are included in general and administrative, and recorded as donated capital.
 
NOTE 5 - COMMITMENTS
The Company entered into a license agreement dated December 1, 2007 for the exclusive use of a database for a period of 24 months. The license agreement lapsed and has not been renewed.

F-6
-7-

Raphael Industries Ltd.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
(Unaudited)
NOTE 6 – COMMON STOCK
 
On March 17, 2010November 28, 2005, the Board of Directors passed a resolution approving a 2:1 forward stock split of the outstanding commonCompany issued 1,000,000 shares of the Company’s common stock. The split was effected by a stock dividend to each of the Company’s stockholders of 1 additional common share of common stock to the President of the Company at $0.01 per share for eachcash proceeds of $5,000.

On October 31, 2005, the Company issued 1 share of common stock heldto the President of the Company at $1.00 per share for cash proceeds of $1. The share of common stock was cancelled on January 18, 2010.November 28, 2005.

On February 15, 2010April 30, 2006, the Board of Directors authorized an increase in the number of authorizedCompany issued 13,000,000 shares of common stock from 50,000,000 to 100,000,000.the President of the Company at $0.01 per share for cash proceeds of $65,000.

On April 30, 2007, the Company issued 5,023,000 shares of common stock pursuant to the Company’s SB-2 registration statement at $0.10 per share for cash proceeds of $251,150.

On March 8, 2010, the Company completed a 2-1 stock split. These financial statements give retroactive effectapplication to eachthis event.
On October 1, 2010 the company completed a fully registered offering for 10,000,000 shares at $0.10 per share for cash proceeds of these events.$1,000,000.
There are no options or warrants outstanding as at December 31, 2010.
 
 
 
 
 
 
 
 
 

F-7F-6
 
-8-
 

Item 2. Management's Discussion and Analysis
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of Financial Condition and Results of Operations.
Forward-Looking Statements
Thisthe quarterly report on Form 10-Q includes certaina number of forward-looking statements that may be deemedreflect our current views with respect to be "forward-looking statements" within the meaningfuture 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 Private Securities Litigation Reform Actdate of 1995. All statements in this Form 10-Q, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in suchquarterly report. These forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performancesubject to certain risks and actual results or developments may differ materially from those in the forward-looking statements. Becau se our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.
Factorsuncertainties that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, markethistorical results or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.predictions.

Raphael Industries Ltd is a Nevada company incorporated on October 31, 2005. We are a startup company providing list management and marketing services in the direct mail marketing industry. To date we have had limited revenues and have been issued a going concern opinion from our auditors. Our registered office and agent for service is located at 5190 Neil Road Suite 430 Reno NV 89502. Our telephone and fax numbers are 1-866-261-8853 and 1-302-288-8853, respectively and our corporate website is www.raphaelindustries.net.
Employees and Consultants
The Registrant has no employees. The company's President, Ronald Hughes, is retained as a consultant.
(b)(a)        Results of Operations

During the three monthsfiscal quarter ending June 30,December 31, 2010, we realized revenuesno revenue compared to $0 for the quarter ending December, 2009. Gross profit for the quarter was $0 as compared to a profit of $nil (2009: $nil) and we$0 in 2009. We incurred an operating loss before taxes of $35,151$21,521 compared to an operatinga loss of $9,222 for$20,769 to the quarter ending December 31, 2009. Total operating expenses for the three months ended June 30, 2010 were $35,151 (2009 - $9,222). The major components to expenses faced by the company during the three monthslast quarter were general and administrative of $28,966$31,236 (2009 - $20,853)$24,162), foreign currency loss of $6,185 (2009 – gain of $11,631). The change in general and administrative expenses was as a result of legal fees associated with our S-1 registration statement and additional travel expenses related to business development.
During the nine months ending June 30, 2010, we realized revenues of $nil compared to $9,390 for the same period of 2009 and we incurred an operating loss before taxes of $84,627 compared to an operating loss of $76,868 for 2009. Total operating expenses for the nine months ended June 30, 2010 were $84,627 (2009 - $81,379). The major components to expenses faced by the company during the nine months were general and administrative of $86,383 (2009 - $65,944), foreign currency gain of $1,756 (2009 – loss of $15,435), and cost of sales of $nil$0 (2009 - $0), and foreign exchange gain of $9,715(2009 – $4,879)gain of $3,393). The foreign exchange gain was caused by the weakening of the dollar vs. the Canadian dollar. The Company has been maintaining a portion of its cash in Canadian dollars.

As of June 30,December 31, 2010 the Company had $188,954$1,163,760 (September 30, 2010 - $171,145) in unrestricted cash (September 2010 - $856,387 in restricted cash), $0 (September 30, 20092010 - $239,248), $94$47) in prepaid expenses, $5,526 (September 30, 20092010 - $100), and $1,736$1,477) in property and equipment, $18,725 (September 30, 20092010 - $434).
The Company further had $19,420$7,787) in accounts payable and accrued liabilities$43,410 (September 30, 20092010 - $5,391), and $43,410$43,410) in licensee fee payable (September 30, 2009 - $43,410).payable. There is no long-term debt. The Company may in the future invest in short-term investments from time to time but there can be no assurance that these investments will result in profit or loss.
On February 10, 2010 we received the resignation from Craig Wacaser as a Director. On February 11, 2010 we appointed Ronald Hughes as an interim Director and our Chief Executive and Chief Financial Officer.
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On March 24, 2010 we filed an S-1 registration statement with the Securities and Exchange Commission related to the sale of a maximum of 10,000,000 shares of our common stock at an offering price of $0.10 per share, with a no minimum required for us to accept funds. The registration statement was declared effective by the Securities and Exchange Commission on April 4th, 2010. On May 27, 2010 Heather Grant resigned as the Company’s corporate Secretary. Mr. Hughes has assumed the responsibilities. The Company filed a post effective amendment to the S-1 registration statement to reflect the change in corporate secretary. The Securities and Exchange Commission declared the amended S-1 registration statement effective on June 11, 2010. As of the balance sheet date an d the date of the 10Q, no funds have been raised pursuant to the registration statement.
Our future growth and success will be dependent on our ability to marketexplore for and discover hydrocarbons in commercial quantities. We do not have sufficient capital to satisfy the lists forpotential future exploration expenditures and we will rely principally on the issuance of Common Stock to raise funds to finance the expenditures that we expect to incur. Failure to raise additional funds will result in the failure to meet our clientsobligations and the relinquishment of our interest in our acquired permits. We have relied principally on the issuance of Common Stock in public placements to secureraise funds to support our business but there can be no assurance that we will be successful in raising additional lists. If we cannot succeed in marketing licensed lists and to secure contracts to market lists then our prospects for growth are limited. We are in discussions with list brokers to secure list agreements and other possible business opportunities.funds through the issuance of additional equity.

As of June 30, 2010the date of this report our sole source of revenue has been list rentalis the discovery and brokerage services.sale of commercial quantities of hydrocarbons. Accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.

Liquidity and Capital Resources

On April 8, 2010During the British Columbia Securities Commission (the “BCSC”)quarter we completed a fully registered public placement of 10,000,000 shares at a price of $0.10 per share thereby raising $1,000,000 in Canada issued a cease trade ordercash.

Cash on the Company’s securities. The cease trade order has the effecthand is currently our only source of prohibiting all trading of our securities in British Columbia until the cease trade order has been revoked.  On May 17, 2010 the British Columbia Securities Commission revoked the cease trade order.
Off balance-sheet arrangements
liquidity. We do not have any off balance-sheetlending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

We have sufficient cash to carry out nominal operations during our current fiscal year. However we will require additional cash to complete on our farm-in obligations. To the extent that we may require additional funds to support our operations or are reasonably likelythe expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to have a currentour stockholders. There can be no assurance that additional financing, if required, will be available to our company or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.acceptable terms.

 
Recent accounting pronouncements
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The Company adopts new pronouncements relating to generally accepted accounting principles applicable toWe do not expect any significant purchases of plant and equipment or any increase in the Company as they are issued, which may benumber of employees in advance of their effective date.  Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.near future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.(b)        Off-balance sheet arrangements

N/AWe do not have any off-balance sheet arrangements.

Item 4. Controls and Procedures.

(a)  
ITEM 3.
Evaluation of Disclosure Controls and Procedures:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.
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 the reports filed or submitted under theour Exchange Act reports is recorded, processed, summarized and reported within the time periodperiods specified in the SEC'sSecurities and Exchange Commission rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including theour Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. AsWe conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer ( 220;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 the Company carried out an evaluation, under the supervision and with the participationpursuant to Rule 13a-15 of the Company's management, including the Company's Chief Executive Officer, of the effectivene ss of the designExchange Act. Based on this Evaluation, our CEO and operation of the Company's disclosure controls and procedures. Based upon andCFO concluded that our Disclosure Controls were effective as of the dateend of that evaluation, the Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

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(b)Changes in Internal Control over Financial Reporting:period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended June 30,December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no significant changes in
PART II. – OTHER INFORMATION

ITEM 1A.
RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required bySecurities Exchange Act Rule 13a-15(b) as of 1934 and are not required to provide the end of the period covered byinformation under this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.item.
PART II -OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s SB-2 registration statement, file number 333-135331 was declared effective by the Securities and Exchange Commission on November 9, 2006. The offering has commenced and was closed on April 30, 2007 and 2,511,500 shares were issued at an offering price of $0.10 per share for total proceeds of $251,150. The following table details the use of proceeds through June 30, 2010.
List and services marketing$ 
Web site and material design 77
Rent, Audit, General Legal and Office Expenses 85,980
List updating and enhancement 1,000
   
TOTAL$87,057
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits

Exhibit Number
ITEM 6.
Description
3.1Articles of Incorporation (1)
3.3By-Laws (1)
4.1Specimen Stock Certificate (1)
5.1Opinion on legality (1)
10.1License agreement with Free Enterprise Press (1)
10.2License agreement with Global Commodity Press (1)
10.3Agreement with Kroll Direct Marketing (1)
10.4Agreement with Infomat Inc. (1)
10.5Agreement with Marketing Software Company (1)
10.6Agreement with List Fusion (1)
14.1Code of ethics (2)
23.1Consent from Conrad Lysiak (1)
31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1Audit committee charter (3)EXHIBITS.
(1) Incorporated herein by reference from our Form SB-2 registration statement and all amendments thereto filed with the Securities and Exchange Commission, and amendments thereto, SEC file No. 333-135331.
(2) Incorporated herein by reference from our Form 10KSB for the year ended September 30, 2006 filed with the Securities and Exchange Commission on February 14, 2007.
(3) Incorporated herein by reference from our Form 10K for the year ended September 30, 2009 filed with the Securities and Exchange Commission on January 25, 2010.
(b) Reports on Form 8-K filed during the quarter.
On May 27, 2010 the Company filed an 8-K under Item 5.02 advising the resignation of Heather Grant as the Corporate Secretary.
On June 3, 2010 the Company filed an 8-K under Item 5.02 advising that Ronald Hughes was appointed the Company’s  Corporate Secretary.
Exhibit Incorporated by referenceFiled
NumberDescriptionFormDateNumberHerewith
3.1Articles of Incorporation.SB-26/26/063.1 
      
3.2By-Laws.SB-26/26/063.2 
      
4.1Specimen Stock Certificate.SB-26/26/064.1 
      
10.1License agreement with Free Enterprise Press.SB-26/26/0610.1 
      
10.2License agreement with Global Commodity Press.SB-26/26/0610.2 
      
10.3Agreement with Kroll Direct Marketing.SB-26/26/0610.3 
      

 
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SIGNATURES
10.4Agreement with Infomat Inc.SB-26/26/0610.4 
      
10.5Agreement with Marketing Software Company.SB-26/26/0610.5 
      
10.6Agreement with List Fusion.SB-26/26/0610.6 
      
31.1Certification of Principal Executive Officer and Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   X
      
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   X
      
99.1Subscription Agreement.POS AM6/03/1099.1 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RAPHAEL INDUSTRIES LTD.
(Registrant)
Dated: August 11, 2010BY:
/s/ RONALD HUGHES                                    
President, Chief Executive Officer, and 
Chief Financial Officer and Director









 
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 EXHIBIT INDEXSIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of February, 2011.

Exhibit NumberDescriptionSINO AMERICAN OIL COMPANY
3.1Articles of Incorporation (1)
(the "Registrant")
3.3By-Laws (1)
4.1Specimen Stock Certificate (1)BY:RONALD HUGHES
5.1Opinion on legality (1)Ronald Hughes
10.1License agreement with Free Enterprise Press (1)
10.2License agreement with Global Commodity Press (1)
10.3Agreement with Kroll Direct Marketing (1)
10.4Agreement with Infomat Inc. (1)
10.5Agreement with Marketing Software Company (1)
10.6Agreement with List Fusion (1)
14.1Code of ethics (2)
23.1Consent from Conrad Lysiak (1)
31.1Certification of ChiefPresident, Principal Executive Officer, pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Sarbanes-Oxley ActBoard of 2002
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1Audit committee charter (3)Directors


(1) Incorporated herein by reference from our Form SB-2 registration statement and all amendments thereto filed with the Securities and Exchange Commission, and amendments thereto, SEC file No. 333-135331.

(2) Incorporated herein by reference from our Form 10KSB for the year ended September 30, 2006 filed with the Securities and Exchange Commission on February 14, 2007.

(3) Incorporated herein by reference from our Form 10K for the year ended September 30, 2009 filed with the Securities and Exchange Commission on January 25, 2010.












 
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EXHIBIT INDEX


Exhibit Incorporated by referenceFiled
NumberDescriptionFormDateNumberHerewith
3.1Articles of Incorporation.SB-26/26/063.1 
      
3.2By-Laws.SB-26/26/063.2 
      
4.1Specimen Stock Certificate.SB-26/26/064.1 
      
10.1License agreement with Free Enterprise Press.SB-26/26/0610.1 
      
10.2License agreement with Global Commodity Press.SB-26/26/0610.2 
      
10.3Agreement with Kroll Direct Marketing.SB-26/26/0610.3 
      
10.4Agreement with Infomat Inc.SB-26/26/0610.4 
      
10.5Agreement with Marketing Software Company.SB-26/26/0610.5 
      
10.6Agreement with List Fusion.SB-26/26/0610.6 
      
31.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   X
      
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   X
      
99.1Subscription Agreement.POS AM6/03/1099.1 






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