Cover
Cover - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Oct. 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 000-12895 | |
Entity Registrant Name | PETRO USA, INC. | |
Entity Central Index Key | 0000745543 | |
Entity Tax Identification Number | 32-0650451 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 7325 Oswego Road | |
Entity Address, City or Town | Liverpool | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 13090 | |
City Area Code | 315 | |
Local Phone Number | 451-7515 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 12,721 | |
Entity Common Stock, Shares Outstanding | 30,920 | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Name | Gries & Associates, LLC | |
Auditor Location | Denver, Colorado | |
Auditor Firm ID | 6778 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 100 | |
Total current assets | 100 | |
Total assets | 100 | 0 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 29,568 | 21,089 |
Promissory note and accrued interest to related party | 4,077 | 3,795 |
Due to related parties | 94,861 | 79,659 |
Total current liabilities | 128,506 | 104,543 |
Total liabilities | 128,506 | 104,543 |
Stockholders' Deficit | ||
Common Stock, $0.0001 par value, 500,000,000 and 290,000,000 shares Authorized, 200,030,920 shares issued and Outstanding, respectively | 20,003 | 20,003 |
Additional paid-in capital | 121,677,146 | 121,677,146 |
Accumulated deficit | (121,825,555) | (121,801,692) |
Total stockholders' deficit | (128,406) | (104,543) |
Total liabilities and stockholders' deficit | $ 100 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 290,000,000 |
Common Stock, Shares, Issued | 200,030,920 | 200,030,920 |
Common Stock, Shares, Outstanding | 200,030,920 | 200,030,920 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Other general and administrative expenses | 23,681 | 12,860 |
Total operating expenses | 23,581 | 12,860 |
Loss from operations | (23,581) | (12,860) |
Other income (expense) | ||
Interest expense | (282) | (283) |
Total other income (expense) | (282) | (283) |
Net loss | $ (23,863) | $ (13,143) |
Basic and fully diluted loss per common share | ||
Basic and fully diluted weighted average common shares outstanding | 200,030,920 | 200,030,920 |
tatement of Changes in Stockhol
tatement of Changes in Stockholders Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2021 | $ 0 | $ 3 | $ 121,677,146 | $ (121,788,549) | $ (111,400) |
Shares, Issued at Jun. 30, 2021 | 30,920 | ||||
Shares issued for cancellation of debt | $ 20,000 | 20,000 | |||
Shares issued for cancellation of debt, shares | 200,000,000 | ||||
Net loss | (13,143) | (13,143) | |||
Ending balance, value at Jun. 30, 2022 | 0 | $ 20,003 | 121,677,146 | (121,801,692) | (104,543) |
Shares, Issued at Jun. 30, 2022 | 200,030,920 | ||||
Net loss | (23,863) | (23,863) | |||
Ending balance, value at Jun. 30, 2023 | $ 20,003 | $ 121,677,146 | $ (121,825,555) | $ (128,406) | |
Shares, Issued at Jun. 30, 2023 | 200,030,920 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (23,863) | $ (13,143) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Issuance of common stock as share-based compensation | ||
Changes in assets and liabilities | ||
Increase (decrease) in accounts payable | 8,479 | 2,014 |
Increase (decrease) in accrued interest to related | 282 | 283 |
Increase (decrease) in due to related parties | 15,202 | 10,846 |
Net cash provided by (used in) operating activities | 100 | |
Cash Flows from Financing Activities | ||
Net cash provided by (used in) financing activities | ||
Net increase (decrease) in cash | 100 | |
Cash and cash equivalents, beginning of period | ||
Cash and cash equivalents, end of period | 100 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes |
1. Organization, Description of
1. Organization, Description of Business, and Basis of Accounting | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
1. Organization, Description of Business, and Basis of Accounting | 1. Organization, Description of Business, and Basis of Accounting Business Organization Petro USA, Inc, formerly All State Properties Holdings, Inc., a corporation (the “Company”) was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the “Partnership”). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a name change for the Registrant to Petro U.S.A., Inc. to reflect a change in the business to become an operator of and travel centers in the United States, , and groceries and convenience goods, among other products and services. The Company’s fiscal year end is June 30th. Accounting Basis These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America consistently applied. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company uses the asset and liability method of accounting for income taxes. At June 30, 2023 and 2022, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt. As of June 30, 2023, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. . Dividends The Company has not yet adopted a policy regarding the payment of dividends. Fair Value of Financial Instruments The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets that are measured and recognized at fair value on a non-recurring basis: Level 1: None Level 2: None Level 3: None The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2022 and 2021, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future. Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of June 30, 2023 and 2022, the Company’s has no issued and outstanding warrants or options. |
2. Going Concern
2. Going Concern | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. Going Concern | 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise. This raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments that might result from this uncertainty |
3 .Income Taxes
3 .Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
3 .Income Taxes | 3 . Income Taxes The Company provides for income taxes asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons: June 30 2023 2023 Income tax expense at statutory rate 7,210 7,210 Valuation Allowance (7,210 ) (7,210 ) Income tax expense per books $ — $ — Net deferred tax assets consist of the following components as of June 30: 2023 2022 Net Operating Loss Carryover (249,117 ) $ (225,254 ) Valuation Allowance 249,117 225,254 Net Deferred Tax Asset $ — $ — The Company has a net operating loss carryover of $249,117 The Company has net operating loss carry forwards that were derived solely from operating losses from prior years. These amounts can be carried forward to offset future taxable income indefinitely. No provision was made for federal income taxes as the Company has significant net operating losses. At June 30, 2023 and 2022, the Company has established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. The Company had no uncertain tax positions at June 30, 2023 or 2022. |
4. Capital Stock
4. Capital Stock | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
4. Capital Stock | 4. Capital Stock The Company has 10,000,000 $0.0001 At June 30, 2023 and 2022, the Company had 200,030,920 The Company has no other classes of shares authorized for issuance. At June 30, 2022 and 2021, there were no outstanding stock options or warrants. |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
5. Related Party Transactions | 5. Related Party Transactions The Amounts due to related parties are advances from a company controlled by the Company's Chief Executive Officer in order to pay operating expenses of the Company. These advances are non-interest bearing and payable upon demand. The promissory note to related parties is a note for $3,500 8% |
6. Subsequent Events
6. Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
6. Subsequent Events | 6. Subsequent Events None |
1. Organization, Description _2
1. Organization, Description of Business, and Basis of Accounting (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Business Organization | Business Organization Petro USA, Inc, formerly All State Properties Holdings, Inc., a corporation (the “Company”) was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the “Partnership”). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation. On November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a name change for the Registrant to Petro U.S.A., Inc. to reflect a change in the business to become an operator of and travel centers in the United States, , and groceries and convenience goods, among other products and services. The Company’s fiscal year end is June 30th. |
Accounting Basis | Accounting Basis These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America consistently applied. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. At June 30, 2023 and 2022, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt. As of June 30, 2023, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. . |
Dividends | Dividends The Company has not yet adopted a policy regarding the payment of dividends. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets that are measured and recognized at fair value on a non-recurring basis: Level 1: None Level 2: None Level 3: None The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2022 and 2021, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of June 30, 2023 and 2022, the Company’s has no issued and outstanding warrants or options. |
3 .Income Taxes (Tables)
3 .Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Federal Income tax benefit | June 30 2023 2023 Income tax expense at statutory rate 7,210 7,210 Valuation Allowance (7,210 ) (7,210 ) Income tax expense per books $ — $ — |
Deferred tax asset | Net deferred tax assets consist of the following components as of June 30: 2023 2022 Net Operating Loss Carryover (249,117 ) $ (225,254 ) Valuation Allowance 249,117 225,254 Net Deferred Tax Asset $ — $ — |
Federal Income tax benefit (Det
Federal Income tax benefit (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory rate | $ 7,210 | $ 7,210 |
Valuation Allowance | (7,210) | (7,210) |
Income tax expense per books |
Deferred tax asset (Details)
Deferred tax asset (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryover | $ (249,117) | $ (225,254) |
Valuation Allowance | 249,117 | 225,254 |
Net Deferred Tax Asset |
3 .Income Taxes (Details Narrat
3 .Income Taxes (Details Narrative) | Jun. 30, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 249,117 |
4. Capital Stock (Details Narra
4. Capital Stock (Details Narrative) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Equity [Abstract] | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Outstanding | 200,030,920 | 200,030,920 | 200,030,920 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) | 12 Months Ended |
Jun. 30, 2021 USD ($) | |
Related Party Transactions [Abstract] | |
Proceeds from Related Party Debt | $ 3,500 |
Debt Instrument, Interest Rate During Period | 8% |