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 JUNE 30, 2011
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
(Registrant’s 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 [   ]     NO [X]

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:   43,534,500 as of  August 13, 2010.10, 2011.


 

 
 
 


TABLE OF CONTENTS

Page
PART I.
Item 1.
Financial Statements.3
Financial Statements:
Balance Sheets
F-1
Statements of Operations
F-2
Statements of Cash Flows
F-3
Statements of Stockholders’ Equity
F-4
Notes to the Financial Statements
F-5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.9
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









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PART I – FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
June 30, 2010Balance Sheets
(Expressed in US dollars)
(Unaudited)
 Index
 Balance SheetsF-2
Statements of OperationsF-3
Statements of Cash FlowsF-4
Statements of Stockholders EquityF-5
Notes to the Financial StatementsF-6

    June 30,September 30,
    20112010
    $$
ASSETS   
      
Current Assets  
 Cash1,129,795171,145
 Restricted cash-856,387
 Prepaid expenses-47
      
Total Current Assets1,129,7951,027,579
      
Property and Equipment (Note 3)5,1351,477
      
Website Development (Note 4)2,390-
   
Total Assets1,137,3201,029,056
      
      
LIABILITIES AND STOCKHOLDERS' EQUITY  
      
Current Liabilities  
 Accounts payable and accrued liabilities87,787
 Licensee fee payable43,41043,410
      
Total Liabilities43,41851,197
      
Going Concern (Note 1)
Commitments  (Note 7)
  
      
Stockholders' Equity  
      
Common stock: 100,000,000 shares authorized, $0.0001 par value  
43,534,500 (19,023,000 shares in September 30, 2010) issued and
outstanding (Note 5)
4,3531,902
Additional Paid-in Capital1,318,248319,248
Share Subscriptions-856,387
Donated Capital (Note 4)254,400232,800
Deficit Accumulated During the Development Stage(483,099)(432,478)
      
Total Stockholders' Equity1,093,902977,859
      
Total Liabilities and Stockholders’ Equity1,137,3201,029,056



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

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Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
Balance SheetsStatements of Operations
(Expressed in US dollars)
    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
(Unaudited)

      Accumulated from
  Three monthsThree monthsNine monthsNine monthsOctober 31, 2005
  endedendedendedended(Date of Inception)
  June 30,June 30,June 30,June 30,to June 30,
  20112010201120102011
  $$$$$
       
       
Revenue----205,242
Cost of sales----106,710
      
Gross Profit----98,532
      
Operating Expenses     
      
 Foreign currency (gain) loss3,9956,185(29,010)(1,756)(5,267)
 General and administrative21,91928,96678,18086,383523,740
 Option expense----60,000
       
Total Operating Expenses25,91435,15149,17084,627578,473
      
Net loss before taxes(25,914)(35,151)(49,170)(84,627)(479,941)
      
Income tax expense----1,707
      
Net loss and comprehensive loss(25,914)(35,151)(49,170)(84,627)(481,648)
      
Loss per share – Basic and diluted(0.00)(0.00)(0.00)(0.00) 
      
Weighted Average Shares Outstanding43,534,50028,534,50041,892,16428,534,500 


















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

-4-
 
-3-
 

Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
Statements of OperationsCash Flows
(Expressed in US dollars)
          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  
(Unaudited)

    Accumulated from
  Nine monthsNine monthsOctober 31, 2005
  Endedended(Date of Inception)
  June 30,June 30,to June 30,
  201120102011
  $$$
     
Operating Activities   
    
 Net loss(49,170)(84,627)(481,648)
    
 Adjustments to reconcile net loss of cash   
 Depreciation1,55977326,627
 Donated services21,60021,600254,400
 Option lapse--50,000
     
 Change in operating assets and liabilities   
 Prepaid expenses476-
 Accounts payable and accrued liabilities(7,779)14,0298
 License fee payable--43,410
    
Net Cash (Used In) Operating Activities(33,743)(48,219)(107,203)
    
Investing Activities   
    
 Deposit on database list option--(50,000)
 Website development(2,390)-(24,390)
 Purchase of equipment(5,217)(2,075)(9,762)
     
Net Cash Flows (Used in) Investing Activities(7,607)(2,075)(84,152)
    
Financing Activities   
    
 Share subscriptions received(856,387)--
 Proceeds from issuance of common stock1,000,000-1,321,150
     
Net Cash Flows Provided by Financing Activities143,613-1,321,150
    
Increase (Decrease) in Cash102,263(50,294)1,129,795
    
Restricted cash released856,387--
    
Cash – Beginning of Period171,145239,248-
    
Cash – End of Period1,129,795188,9541,129,795
    
Supplemental Disclosure   
 Interest paid2915156
 Foreign exchange (gain) loss(29,010)(1,756)(5,267)





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

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-4-
 

Sino American Oil Company (formerly Raphael Industries Ltd.
(A Development Stage Company)
Statements of Cash Flows
        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

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, 20102011
(Expressed in US dollars)
(Unaudited)
   Additional  Total  AdditionalShare  Total
 Common StockPaid-inDonated Stockholder’s Common StockPaid-inSubs  Stockholder’s
 SharesAmountCapitalCapitalDeficitEquity SharesAmountCapitalReceivedCapitalDeficitEquity
 # $ $ $ $ $ #$$$$$$
               
Balance on October 31, 2005 (Date of Inception)Balance on October 31, 2005 (Date of Inception)-----                      -Balance on October 31, 2005 (Date of Inception)--- ---
               
October 31, 2005 - issue of common stock forOctober 31, 2005 - issue of common stock for      October 31, 2005 - issue of common stock for       
cash at $0.50 per share21---    1cash at $1.00 per share11- --1
       
November 28, 2005 - cancellation of commonNovember 28, 2005 - cancellation of common     November 28, 2005 - cancellation of common       
Stock(2)(1)---  (1)
       stock(1)(1)- --(1)
November 28, 2005 - issue of common stockNovember 28, 2005 - issue of common stock     November 28, 2005 - issue of common stock       
for cash at $0.005 per share1,000,0001004,900-- 5,000for cash at $0.01 per share1,000,0001004,900 --5,000
       
April 30, 2006 - issue of common stockApril 30, 2006 - issue of common stock      April 30, 2006 - issue of common stock       
for cash at $0.005 per share13,000,0001,30063,700--  65,000for cash at $0.01 per share13,000,0001,30063,700 --65,000
       
Donated servicesDonated services---52,800 - 52,800Donated services--- 52,800-52,800
       
Net loss and comprehensive lossNet loss and comprehensive loss-- - (22,650)(22,650)Net loss and comprehensive loss--  -(22,650)(22,650)
               
Balance - September 30, 2006Balance - September 30, 200614,000,0001,40068,60052,800(22,650)100,150Balance - September 30, 200614,000,0001,40068,600 52,800(22,650)100,150
              
April 30, 2007 - issue of common stockApril 30, 2007 - issue of common stock      April 30, 2007 - issue of common stock       
for cash at $0.10 per share5,023,000502250,648--251,150for cash at $0.10 per share5,023,000502250,648 --251,150
       
Donated servicesDonated services---57,600-57,600Donated services--- 57,600-57,600
      
Net loss and comprehensive lossNet loss and comprehensive loss-- - (148,789)(148,789)Net loss and comprehensive loss--  -(148,789)(148,789)
              
Balance - September 30, 2007Balance - September 30, 200719,023,0001,902319,248110,400(171,439)260,111Balance - September 30, 200719,023,0001,902319,248 110,400(171,439)260,111
              
Donated ServicesDonated Services---57,600-57,600Donated Services--- 57,600-57,600
      
Net loss and comprehensive lossNet loss and comprehensive loss-- -(93,376)(93,376)Net loss and comprehensive loss--  -(93,376)(93,376)
              
Balance – September 30, 2008Balance – September 30, 200819,023,0001,902319,248168,000(264,815)224,335Balance – September 30, 200819,023,0001,902319,248 168,000(264,815)224,335
              
Donated ServicesDonated Services---36,000-36,000Donated Services--- 36,000-36,000
      
Net loss and comprehensive lossNet loss and comprehensive loss-- -(69,354)(69,354)Net loss and comprehensive loss--  -(69,354)(69,354)
              
Balance – September 30, 2009Balance – September 30, 200919,023,0001,902319,248204,000(334,169)190,981Balance – September 30, 200919,023,0001,902319,248 204,000(334,169)190,981
              
Donated ServicesDonated Services---21,600-21,600Donated Services--- 28,800-28,800
      
Net loss and comprehensive lossNet loss and comprehensive loss----(84,627)(84,627)Net loss and comprehensive loss--- -(49,476)(49,476)
              
Balance – June 30, 201019,023,0001,902319,248225,600(418,796)127,954
Balance – September 30, 2010Balance – September 30, 201019,023,0001,902319,248856,387232,800(432,478)977,859
       
October 1, 2010 – issue of common stockOctober 1, 2010 – issue of common stock       
For cash at $0.10 per shareFor cash at $0.10 per share10,000,0001,000999,000(856,387)--143,613
Donated ServicesDonated Services----21,600-21,600
Stock Dividend – March 1, 2011Stock Dividend – March 1, 201114,511,5001,451---(1,451)-
Net loss and comprehensive lossNet loss and comprehensive loss-----(49,170)(49,170)
       
       
Balance – June 30, 2011Balance – June 30, 201143,534,5004,3531318,248-254,400(483,099)1,093,902




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

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Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
Notes to the Interim Financial Statements
June 30, 20102011
(Expressed in US dollars)
(Unaudited)

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Raphael Industries Ltd. (“the Company”) was incorporated on October 31, 2005 under the laws of the State of Nevada. 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 limited operating history, has generated limited revenues from operations, and may require additional capital requirements. As at June 30, 2010,2011, the Company has an accumulated deficit of $418,796.$483,099. 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 the 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, changes in equity and cash flows for the periods shown.  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. The results of operations for suchthe periods disclosed 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
   March 31,September 30,
   20112010
  AccumulatedNet CarryingNet Carrying
 CostamortizationValueValue
 $$$$
     
Computer hardware9,7924,6275,1351,477

F-5

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Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
Notes to the Interim Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

NOTE 4 – WEBSITE DEVELOPMENT

   March 31,September 30,
   20112010
  AccumulatedNet CarryingNet Carrying
 CostamortizationValueValue
 $$$$
     
Website Development24,39022,0002,390-

NOTE 5 - COMMON STOCK

On November 28, 2005, the Company issued 1,000,000 shares of common stock to the President of the Company at $0.01 per share for cash proceeds of $5,000.

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

On April 30, 2006, the Company issued 13,000,000 shares of common stock to 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 application to this 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 $1,000,000.

On March 1, 2011, the Company issued a stock dividend to shareholders of record February 10, 2011 on a 1.5:1 basis.  The increase in shares did not affect the stock price and as a result, only the par value of the shares issued was recorded as an increase to common stock and an increase to deficit accumulated during the development stage.  The earnings per share calculation gives retroactive effect to this stock dividend.

As at June 30, 2011, there were no shares subject to options, warrants or other agreements.

NOTE 46 – RELATED PARTY TRANSACTIONS

Consulting fees of $14,400$21,600 ($21,600 in 2010) 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 threenine month period ended June 30, 2010.2011.  These fees are included in general and administrative, and recorded as donated capital.

NOTE 5 -7 – COMMITMENTS

On March 14, 2011, the Company completed an Option Agreement with Sentry Petroleum (Australia) Pty. Ltd. The option was an exclusive right to earn an undivided 70% interest in Sentry Petroleum (Australia) Pt. Ltd. ATP 865 & ATP 866 in Queensland. To earn its interest, Sino American was to pay 100% of the cost to drill and complete one well and provide funding up to USD$1,000,000 for additional geological, geophysical, and engineering work.  On June 26, 2011, the agreement was jointly terminated and 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.was released from any obligation.

F-6

F-6-8-
 
-7-
 

Raphael Industries Ltd.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
(Unaudited)
NOTE 6 – COMMON STOCK
On March 17, 2010 the Board of Directors passed a resolution approving a 2:1 forward stock split of the outstanding common 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 for each 1 share of common stock held on January 18, 2010.
On February 15, 2010 the Board of Directors authorized an increase in the number of authorized shares of common stock from 50,000,000 to 100,000,000.
These financial statements give retroactive effect to each of these events.

F-7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Form 10-Q includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act 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 such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance 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.
Factors 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, market 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.
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, 2010,2011, we realized revenuesno revenue compared to $0 for the quarter ending June 30, 2010. Gross profit for the quarter was $0 as compared to a profit of $nil (2009: $nil) and we$0 in 2010. We incurred an operating loss before taxesof $25,914 compared to a loss of $35,151 compared to an operating loss of $9,222 for 2009. Total operating expenses for the three months endedquarter ending June 30, 2010 were $35,151 (2009 - $9,222).2010. The major components to expenses faced by the company during the three monthslast quarter were general and administrative of $28,966 (2009$21,919 (2010 - $20,853)$28,966), 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 (2009$0 (2010 - $0), and foreign exchange loss of $3,995 (2010 – $4,879)loss of $6,185). The foreign exchange loss was caused by the fluctuation of the US dollar vs. the Canadian dollar. The Company has been maintaining a portion of its cash in Canadian dollars.

As of June 30, 20102011 the Company had $188,954$1,129,795 (March 31, 2011 - $1,163,498) in cash (September 30, 2009cash. $0 (March 31, 2011 - $239,248), $94$0) in prepaid expenses, (September 30, 2009$5,135 (March 31, 2011 - $100), and $1,736$5,047) in property and equipment, (September 30, 2009$8 (March 31, 2011 - $434).
The Company further had $19,420$14,909) in accounts payable and accrued liabilities (September 30, 2009$43,410 (March 31, 2011 - $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, 2010 the British Columbia Securities Commission (the “BCSC”) in Canada issued a cease trade orderCash 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 have or are reasonably likelywe will be able to have a current or future effect onsecure these funding arrangements in 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.near future.
Recent accounting pronouncements

The Company adopts new pronouncements relatingWe have sufficient cash to generally accepted accounting principles applicablecarry out nominal operations during our current fiscal year. However we will require additional cash to complete on our farm-in obligations. To the Company as they are issued, whichextent that we may require additional funds to support our operations or the expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be in advance of their effective date.  Management does not believeno assurance that any recently issued, but not yet effective accounting standards,additional financing, if currently adopted, would have a material effectrequired, will be available to our company or on the accompanying financial statements.acceptable terms.

We do not expect any significant purchases of plant and equipment or any increase in the number of employees in the near future.

(b)        Off-balance sheet arrangements

We do not have any off-balance sheet arrangements

ItemITEM 3.         QuantitativeQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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N/A
 

ItemITEM 4.         Controls and Procedures.CONTROLS AND PROCEDURES.

(a)  Evaluation of Disclosure Controls and Procedures:
DisclosureWe 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 (“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, 20102011 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.
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 NumberDescription
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)
(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.item.

(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.ITEM 6.         EXHIBITS.

(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.
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 
      
10.7Option Agreement with Sentry Petroleum (Australia) Pty. Ltd.8-K3/16/1110.1 
      
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   X
      
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   X
(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.


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SIGNATURES

In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.authorized, on this 12th day of August, 2011.

 SINO AMERICAN OIL COMPANY
RAPHAEL INDUSTRIES LTD.
(Registrant)(the "Registrant")
  
Dated: August 11, 2010BY:
/s/ RONALD HUGHES
Ronald Hughes
President, ChiefPrincipal Executive Officer, and 
ChiefPrincipal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director
sole member of the Board of Directors


















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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 
      
10.7Option Agreement with Sentry Petroleum (Australia) Pty. Ltd.8-K3/16/1110.1 
      
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
Exhibit NumberDescription
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)













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(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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