Black Stallion Oil & Gas 10Q/A 2015 Q3 Quarterly report (amended)

Black Stallion Oil & Gas (BLKG) Inactive 10-Q/A2015 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10- Q/A

Amendment No. 1

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 333-180230

BLACK STALLION OIL AND GAS, INC.

(Exact name of registrant as specified in its charter)

Delaware		990373017
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

633 W. 5th Street, 26th Floor, Los Angeles, CA		90071
(Address of principal executive offices)		(Zip Code)

213-223-2071

(Registrant's telephone number, including area code)

548 Market Street, #59722, San Francisco, California 94101-5401

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (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 past 90 days. x YES ¨ 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 (§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). x YES ¨ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a 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 NO x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 45,638,090 and outstanding as of November 18, 2015.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 (the "Amendment") to the Quarterly Report on Form 10-Q of Black Stallion Oil & Gas Inc., a Delaware corporation (the "Company"), for the quarter ended September 30, 2015, and filed with the Securities and Exchange Commission (the "SEC") on August 19, 2015, (the "Original Filing"); is to revise the disclosures in the Original Filing, and include in this Amendment restated financial statements for the quarter ended September 30, 2015, to replace the financial statements included in the Original Filing.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		4

Item 1.	Financial Statements		4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 4.	Controls and Procedures		25

PART II – OTHER INFORMATION			27

Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 3.	Defaults Upon Senior Securities		27
Item 4.	Mine Safety Disclosures		27
Item 5.	Other Information		27
Item 6.	Exhibits		28
SIGNATURES			29

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and nine month periods ended September 30, 2015 and 2014 and cumulative from inception form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

BLACK STALLION OIL AND GAS, INC
INTERIM FINANCIAL STATEMENTS
(unaudited)

for the nine months ended September 30, 2015

BLACK STALLION OIL AND GAS, INC
INTERIM FINANCIAL STATEMENTS
for the nine months ended September 30, 2015
(unaudited)

CONTENTS:	PAGE

Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014		6

Statements of Operations for the nine months ended September 30, 2015 and 2014 (unaudited)		7

Statements of Stockholder's Deficit for the year ended December 31, 2014 and for nine months ended September 30, 2015 (unaudited)		8

Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		9

Notes to Unaudited Interim Financial Statements	10

BLACK STALLION OIL AND GAS, INC
BALANCE SHEETS
(in U.S. Dollars)

		September 30			December 31
		2015			2014
		$			$
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents			31,183			24,110
Prepaid expenses			2,458			2,458
Loan to related party			18,325
Total current assets			51,967			26,568

Working interest in oil and gas leases	3		550,000			550,000
Intangible assets, net	4		4,055			5,792

TOTAL ASSETS			606,021			582,360

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities :
Accounts payable and accrued liabilities			4,107			9,850
Loan from related party			-			1,079
Deferred consideration	3		-			550,000
*Total liabilities*			4,107			560,929

Stockholders' Deficit	4
Common stock, $0.0001 par value; 6,000,000,000 shares authorized; 44,972,000 shares issued and outstanding at September 30, 2015 and 43,872,000 issued and outstanding at December 31, 2014			4,497			4,387
Additional paid-in capital			767,182			67,292
Common stock subscribed			150,000			150,000
Accumulated deficit			(319,765	)		(200,248	)
*Total Stockholders' Deficit*			601,914			21,431

TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT			606,021			582,360

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

BLACK STALLION OIL AND GAS, INC
STATEMENTS OF OPERATIONS
(Unaudited)

	Nine months ended September 30,						Three months ended September 30,
	2015			2014			2015			2014
	$			$			$			$
Revenue		-			-			-			-

Operating expenses :
General and administrative:
Amortisation		1,737			579			579			579
Consulting		16,000			-			6,000			-
Filing fees		15,006			4,334			13,259			1,644
Franchise tax		-			400			-			-
Other costs		17,501			4,193			17,407			639
Professional fees:
-Accounting		1,000			1,500						500
-Auditor's fees		8,000			10,000						2,000
-Legal fees		15,666			6,101			11,843			1,540
-Investor relations		12,583			-			12,583			-
-Setup fee		12,900			-			12,900			-
Rental expense		12,125			11,424			3,275			4,050
Research and development		-			3,129			-
Website costs		7,000						7,000
Total operating expenses		(119,517	)		(41,660	)		(84,846	)		(10,952	)

Net loss		(119,517	)		(41,660	)		(77,846	)		(10,952	)

Net loss per common share - basic and diluted
Net loss per share attributable to common stockholders		-			-			-			-

Weighted-average number of common shares outstanding		44,972,000			43,782,000			43,872,000			43,782,000

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

	Common Stock				Additional paid-in		Common Stock		Accumulated			Total Stockholders'
	Shares		Amount		capital		Subscribed		Deficit			Deficit
			$		$		$		$			$

Balance at January 1, 2014		43,872,000		4,387		67,292		-		(108,011	)		(36,332	)

Proceeds from stock subscription - private placement		-		-		-		150,000		-			150,000

Loss for the year		-		-		-		-		(92,237	)		(92,237	)

*Balance at December 31, 2014*		43,872,000		4,387		67,292		150,000		(200,248	)		21,431

Common stock subscribed		1,100,000				699,890							742,862

Loss for the period		-		-		-		-		(119,517	)		(119,517	)

*Balance at September 30, 2015*		44,972,000		4,497		767,182		150,000		(319,765	)		601,914

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

BLACK STALLION OIL AND GAS, INC
STATEMENT OF CASH FLOWS
(Unaudited)

	Nine months ended September 30,
	2015			2014
	$			$

CASH FLOW FROM OPERATING ACTIVITIES

Net loss		(119,517	)		(25,002	)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization expense		1,737			-

Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses		-			-
Accounts payable and accrued liabilities		(5,743	)		(10,343	)
*Net cash used in operating activities*		(123,523	)		(30,738	)

CASH FLOW FROM INVESTING ACTIVITIES		-			-

CASH FLOW FROM FINANCING ACTIVITIES
Additional paid in capital		150,000			-
(Payments)/proceeds (to)/from loans with related parties		(19,404	)		-
*Net cash (used)/provided by financing activities*		130,596			30,738

Decrease in cash and cash equivalents		7,073			-

Cash and cash equivalents at the beginning of the period		24,110			-

Cash and cash equivalents at the end of the period		31,183			-

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

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS
(unaudited)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Black Stallion Oil and Gas, Inc (the "Company") is a Delaware corporation. The Company's business plan involves exploration and development of oil and gas properties.

On September 10, 2013, the Company changed its name to Black Stallion Oil & Gas, Inc (formerly Secure IT Corp) and changed its business plan to that of exploration and development of oil and gas properties.

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

These financial statements are presented in US dollars.

Fiscal Year End

The Corporation has adopted a fiscal year end of December 31.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2015, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company's financial position as of September 30, 2015, and the results of its operations and its cash flows for the periods ended September 30, 2015. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company's audited financial statements as of December 31, 2014, filed with the SEC, for additional information, including significant accounting policies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and reported amounts of revenues and expenses. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued…)

The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, and energy markets have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ from those estimates.

Going concern

The accompanying financial statements have been prepared assuming that 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. As at September 30, 2015, the Company has a loss of $119,517 and accumulated losses from operations of $319,765 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash and cash equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.

Property, plant and equipment

The Company does not own any property, plant and equipment.

Website Development

Under Accounting Standards Codification ("ASC") 350-50 – Intangibles – Goodwill and Other – Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website development are expensed as incurred. The Company accounts for the development of its website by expensing all costs associated with the planning of the website as incurred and capitalizing the costs to develop the website. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and tested for impairment annually.

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued…)

Oil and Gas Properties and Impairment

The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method.

Impairment of Long Lived Assets

The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

Income Taxes

Income taxes are accounted for in accordance with ASC Topic 740, "Income Taxes." Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued…)

Earnings per Share

The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all years presented in the financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective years. Accordingly, basic shares equal diluted shares for all years presented.

	September 30,		September 30,
	2015		2014
Potentially dilutive securities were comprised of the following:

Warrants		300,000		-

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

Level 1: Quoted prices in active markets for identical instruments;

Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);

Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued…)

Recent Accounting Standards Updates

In August 2014, FASB issued ASU No. 2014-15 "Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted.

Recently Adopted Accounting Pronouncements

During 2014, the Company elected to early adopt Accounting Standards Update ("ASU") No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements in 2014 will have a significant impact on our financial position, results of operations, or cash flow.

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 3 – WORKING INTEREST IN OIL & GAS LEASES

On February 23, 2014 the Company entered into a Lease Assignment Agreement with West Bakken Energy Holdings Ltd to acquire from an unaffiliated oil and gas company, an undivided 100% interests (a 50% working interest) in certain oil and gas properties, comprising approximately 12,233,93 acres of land located in Montana, United States.

As consideration, the Company has agreed to issue 1,100,000 shares of common stock to West Bakken Energy Holdings Ltd at a purchase price of $0.50 per share of common stock. The shares were issued to West Bakken Energy Holdings Ltd on August 19, 2015.

NOTE 4 – INTANGIBLE ASSETS, NET

		Gross Carrying		Accumulated			Net Carrying
	Useful Life	Amount		Amortization			Amount
Finite lived intangible assets		$		$			$

Intellectual property - website	3 years		6,950		(2,895	)		4,055

Total identifiable intangible assets			6,950		(2,895	)		4,055

Intangible assets consist of capitalised website development costs. Development costs of $6,950 relating to website creation, development and launch have been capitalised. The website entered its operating stage during July 2014. Amortisation expenses of $1,737 have been expensed during the nine month period ended September 30, 2015.

The following table reflects the estimated future amortization expense for the Company's finite-lived intangible assets as of September 30, 2015:

	Estimated Amortization Expense
	$
Remaining three months of 2015		579
2016		2,317
2017		1,159
Total		4,055

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 5 – STOCKHOLDERS' DEFICIT

Common Stock

On September 30, 2011, the Company issued 132,000,000 shares of common stock to the directors of the Company at a price of $0.00017 per share, for $22,000.

On September 10, 2012, the Company issued 19,872,000 free trading shares of common stock at $0.0025 per share to a total of 46 stockholders for consideration of $49,680.

On September 9, 2013, the Director then approved a sixty new, for one old share in a forward split of the Company's outstanding shares of common stock. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split.

On September 9, 2013, the Company entered into a share cancellation/return to treasury agreement with Mr. George Drazenovic, the Company's president; wherein Mr. Drazenovic agreed to the cancellation and return to treasury of 108,000,000 shares of common stock of our company for $1.

On September 27, 2014, the Company initiated a private placement for the sale of 300,000 units at $0.5 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant is exercisable for a period of 2.27 years at an exercise price of $1 per share.

A total of 300,000 units were sold for proceeds of $150,000, cash. The fair market value of the common stock warrant was determined using the Black-Scholes valuation model and resulted in a valuation of $nil. As such, the $0.5 unit price was allocated $0.5 and $0 to the common stock and warrant, respectively.

Warrants

A summary of warrant activity for the period ended September 30, 2015 is presented as follows:

	Number of Warrants
Warrants outstanding at January 1, 2015		300,000
Issued		-
Warrants outstanding at September 30, 2015		300,000

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 6 – INCOME TAXES

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $234,920 as of September 30, 2015, that will be offset against future taxable income. The available net operating loss carry forwards will expire in various years through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

The components of these differences are as follows:

	September 30,			September 30,
	2015			2014
	$			$
Net tax loss carry-forwards		(119,517	)		(41,660	)
Statutory rate		15	%		15	%
Expected tax recovery		-17,928			-6,249
Change in valuation allowance		17,928			6,249
Income tax provision		-			-

	September 30,			December 31,
	2015			2014
Components of deferred tax assets:	$			$
Non capital tax loss carry forwards		47,965			30,037
Less: valuation allowance		(47,965	)		(30,037	)

BLACK STALLION OIL AND GAS, INC
NOTES TO THE INTERIM FINANCIAL STATEMENTS (continued…)
(unaudited)

NOTE 7 – RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged.

The following entities have been identified as related parties:

George Drazenovic - Director and greater than 10% stockholder

	September 30,			December 31,
	2015			2014
The following transactions were carried out with related parties:	$			$

*Balance sheet:*
Loan (to)/ from related party - Director		(18,325	)		1,079

From time to time, the president and a stockholder of the Company provides advances to the Company for working capital purposes. These advances bear no interest and are due on demand.

The Company does not have employment contracts with its key employee, the controlling shareholder, officer and director of the Company.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (US$) and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Black Stallion Oil and Gas, Inc., unless otherwise indicated.

General Overview

We were incorporated in the state of Delaware on September 14, 2011.

Our principal business address is 633 W. 5th Street, 26th Floor, Los Angeles, CA, 90071. We have established a fiscal year end of December 31.

Our company's focus is to engage in oil and gas exploration, acquire and develop oil and gas properties, and sell oil and gas produced by these efforts.

We plan to locate and lease existing wells for reactivation for the production of oil and gas that we will then sell, through an operator, to oil and gas brokers and gatherers. The gas sometimes may be sold directly to public utility companies.

Our focus for the current fiscal year will be to pursue acquisition of leases and/or existing oil and gas wells which have potential for production, if revenues warrant. Currently, we are examining oil and gas exploration opportunities in the Rocky Mountain states, specifically in Montana, Wyoming and Colorado.

Our Current Business

Effective February 23, 2014, we entered into a lease assignment agreement with West Bakken Energy Holdings, Ltd. Pursuant to the terms of the lease assignment agreement, we have acquired an undivided 100% interest in West Bakken's interest (a net 50% working interest) in certain oil and gas properties comprising of 12,233.93 acres in Montana, owned by Hillcrest Resources Ltd.

As consideration, we have agreed to issue 1,100,000 shares of our common stock to West Bakken and to issue one share of common stock at a cost basis of $0.50 per share for the $550,000 paid by West Bakken to Hillcrest. The shares were issued October 27, 2015.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the periods ended September 30, 2015 and 2014 which are included herein.

Our operating results for the periods ended September 30, 2015 and 2014 are summarized as follows:

	Three Months Ended September 30,
		2015			2014
Revenue		$	Nil		$	Nil

Amortization		$	579		$	579
Consulting		$	6,000		$	Nil
Filing fees		$	13,259		$	1,644
Other costs		$	17,407		$	639
Professional fees:
-Accounting		$	Nil		$	500
-Auditor's fees		$	Nil		$	2,000
-Legal fees		$	11,843		$	1,540
-Investor relations		$	12,583		$	Nil
-Setup fee		$	12,900		$	Nil
Rental expense		$	3,275		$	4,050
Website costs		$	7,000		$	Nil
Net Income (Loss)		$	(84,846	)	$	(10,952	)

For the three months ended September 30, 2015 we had total operating expenses of $84,846 compared to $10,952 for the three month period ended September 30, 2014. The increase of $73,849 in operating expenses was primarily due to an increase in other costs which consist of regulatory filing fees, an increase in legal fees, investor relations fees and consulting fees for geological work. Our company also incurred fees for our new company website.

	Nine Months Ended September 30,
	2015			2014
Revenue	$	Nil		$	Nil

Amorization	$	1,737		$	579
Consulting fees	$	16,000		$	Nil
Filing fees	$	15,006		$	4,334
Franchise tax	$	Nil		$	400
Other costs	$	17,501		$	4,193
Professional fees:
-Accounting	$	1,000		$	1,500
-Auditor's fees	$	8,000		$	10,000
-Legal fees	$	15,666		$	6,101
-Investor relations	$	12,583		$	Nil
-Setup	$	12,900		$	Nil
Rental expense	$	12,125		$	11,424
Research and development	$	Nil		$	3,129
Net Income (Loss)	$	(119,517	)	$	(41,660	)

For the nine months ended September 30, 2015 we had total operating expenses of $119,517 compared to $ 41,660 for the nine month period ended September 30, 2014. The increase of $ 77,857 in operating expenses was primarily due to an increase in consulting and filing fees, an increase in other costs which consist of an increase in legal fees, investor relations fees and the regulatory application new in 2015.

Since inception on September 14, 2011 until September 30, 2015, we have earned no revenues and incurred expenses of $319,765 resulting in a cumulative net loss of $319,765.

Liquidity and Capital Resources

Working Capital

	At September 30, 2015		At December 31, 2014
Current Assets	$	51,967	$	26,568
Current Liabilities	$	4,107	$	560,929
Working Capital (Deficit)	$	47,860	$	534,361

Cash Flows

	Nine Months Ended September 30,
	2015			2014
Net cash used in operating activities	$	(123,523	)	$	(30,738	)
Net cash provided by (used in) investing activities	$	Nil		$	Nil
Net cash provided by financing activities	$	130,596		$	2,458
Increase (decrease) in cash and cash equivalents	$	7,073		$	(32,311	)

As of September 30, 2015 we had total current assets of $51,967, total liabilities of $4,107 and stockholders' deficit of $ 601,914 , compared to total current assets of $26,568, total liabilities of $10,929 and stockholders' deficit of $ 582 ,360 as of December 31, 2014.

Our working capital was $47,860 as at September 30, 2015 compared to a working capital deficit of $ 534,361 as at December 31, 2014 the increase of working capital as at September 30, 2015 was primarily due to a loan from a related party.

Net cash used in our operating activities during the nine months ended September 30, 2015 was $123,523, as compared to net cash used in operating activities of $30,738 for the nine months ended September 30, 2014.

Net cash in investing activities in the nine months ended September 30, 2014 was $Nil, compared to $Nil in investing activities during the nine months ended September 30, 2014.

Net cash provided by financing activities in the nine months ended September 30, 2015 was $130,596, compared to $30,738 in financing activities in the nine months ended September 30, 2014. The difference in the cash provided by financing activities during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was to due to the sale of units during the period ended September 30, 2015.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements as of December 31, 2014 that they have substantial doubt that we will be able to continue as a going concern without further financing.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources. To become profitable and competitive, we will need to realize revenue from our oil and gas sales.

Plan of Operation

We are an exploration stage company with no revenues and a short operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate sufficient revenues.

There is no assurance we will ever reach that point. In the meantime the continuation of our company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.

Our current cash balance is $31,183. We will therefore require further capital to cover the expenses we will incur during the next twelve months.

We have sold $150,000 in equity securities to pay for our start-up operations.

Our plan of operation for the next twelve months is to pursue acquisition of leases and/or existing oil and gas wells which have potential for production, if revenues warrant.

Total expenditures over the next 12 months are therefore expected to be approximately $120,000.

Estimated Net Expenditures During the Next Twelve Months

	$
Consulting fees		60,000
Filing fees		2,000
Professional fees		50,000
Other costs		8,000
Total		120,000

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

The continuation of our business is dependent upon obtaining further financing, a successful program of development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Cash and cash equivalents as of September 30, 2015 was $31,183.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

Future Financings

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Critical Accounting Policies

The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

Cash and Cash Equivalents

Cash and equivalents include investments with initial maturities of three months or less. Our company maintains our cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.

Website Development

Under Accounting Standards Codification ("ASC") 350-50 – Intangibles – Goodwill and Other – Website Development Costs, costs and expenses incurred during the planning and operating stages of our company's website development are expensed as incurred. Our company accounts for the development of our website by expensing all costs associated with the planning of the website as incurred and capitalizing the costs to develop the website. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and tested for impairment annually.

Oil and Gas Properties and Impairment

Our company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized.

Impairment of Long Lived Assets

Our company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When our company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to our company prior to the end of the financial year that are unpaid and arise when our company becomes obliged to make future payments in respect of the purchase of these goods and services.

Income Taxes

Earnings Per Share

Our company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all years presented in the financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective years. Accordingly, basic shares equal diluted shares for all years presented.

	September 30,		September 30,
	2015		2014
Potentially dilutive securities were comprised of the following:

Warrants		300,000		-

Recent Accounting Standards Updates

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted.

Recent Accounting Pronouncements

During 2014, our company elected to early adopt Accounting Standards Update ("ASU") No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows our company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements in 2014 will have a significant impact on our financial position, results of operations, or cash flow. Our management does not believe that the adoption of recently issued accounting pronouncements will have a significant impact on our company's

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a "smaller reporting company" we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description

(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on March 20, 2012)
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on March 20, 2012)
3.3		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on September 20, 2013)
(10)		Material Contracts
10.1		Share Cancellation to Treasury Agreement (incorporated by reference to our Current Report on Form 8-K filed on September 20, 2013)
10.2		Lease Assignment Agreement between our company and West Bakken Energy Holdings, Ltd. (incorporated by reference to our Current Report on Form 8-K filed on March 5, 2014)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2001 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2001 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(101)**		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* Filed herewith.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLACK STALLION OIL AND GAS, INC.
	(Registrant)

Dated: May 18, 2016	By:	/s/ Ira Morris
		Ira Morris
		President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

BLACK STALLION OIL & GAS INC

STATEMENT OF STOCKHOLDERS' DEFICIT

for the year ended December 31, 2014 and the nine month period ended September 30, 2015

(unaudited)