UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2022
	For the quarterly period ended March 31, 2023
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________

Commission File No. 000-52304

SINO AMERICAN OIL CO

(Exact name of registrant as specified in its charter)

Wyoming		02-3717729
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

2123 Pioneer Ave, Cheyenne, WY 82001

(Address of principal executive offices and zip code)

(360) 631-6022

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		OILY		OTCPink

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~February~~May 138, 2023, there were 134,584,500 shares of common stock, $0.0001 par value, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4. CONTROLS AND PROCEDURES	4

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	5
ITEM 1A. RISK FACTORS	5
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4. MINE SAFETY DISCLOSURES	5
ITEM 5. OTHER INFORMATION	5
ITEM 6. EXHIBITS	5

SIGNATURE PAGE	6

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Table of Contents

Balance Sheets as of December 31, 2022 (unaudited) and September 30, 2022	F-1
Balance Sheets as of March 31, 2023 (unaudited) and September 30, 2022	F-1
Statements of Operations for the three months ended December 31, 2022 and 2021 (unaudited)	F-2
Statements of Operations for the three and six months ended March 31, 2023 and 2022 (unaudited)	F-2
Statements of Stockholders’ Deficit for the three months ended December 31, 2022 and 2021 (unaudited)	F-3
Statements of Stockholders’ Deficit for the three and six months ended March 31, 2023 and 2021 (unaudited)	F-3
Statements of Cash Flows for three months ended December 31, 2022 and 2021 (unaudited)	F-4
Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (unaudited)	F-4
Notes to the Financial Statements (unaudited)	F-5

SINO AMERICAN OIL COMPANY

Balance Sheets

	December 31, 2022		September 30, 2022
	March 31, 2023		September 30, 2022
	(unaudited)
ASSETS
Current Assets:
Cash	$	-923	$	-
Total Assets	$	-923	$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	~~158~~135,~~917~~119	$	105,317
Accrued interest		~~6,004~~-		5,217
Accrued compensation - related party		225,000		225,000
Accrued compensation		225,000		225,000
Loan payable		~~199~~114,~~492~~102		199,492
Loans payable - related party		~~121~~182,~~029~~517		115,529
Total Current Liabilities		~~935~~881,~~442~~738		875,555
Total Liabilities		~~935~~881,~~442~~738		875,555
Shareholders' Deficit:
Series A preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 and 492,640 shares issued and outstanding; respectively		-		-
Series B preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 134,584,500 and 134,664,500 shares issued and outstanding; respectively		13,458		13,466
Common stock to be issued		20,000		20,000
Common stock held in escrow		(5,000,000)		(5,000,000)
Additional paid-in capital		7,196,657		7,196,649
Accumulated deficit		(3,~~165~~110,~~557~~930)		(3,105,670)
Total Stockholders’ Deficit		(~~935~~880,~~442~~815)		(875,555)
Total Liabilities and Stockholders’ Deficit	$	-923	$	-

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

F-1

SINO AMERICAN OIL COMPANY

Statements of Operations

(Unaudited)

	For the Three Months Ended				For the Six Months Ended
	December 31,
	March 31,				March 31,
	2022		2021
	2023		2022		2023		2022
Operating Expenses:
Consulting	$	-	$	45,000	$	-	$	90,000
Consulting - related party		-		45,000		-		90,000
General and administrative		5936,~~100~~766		3446,~~384~~219		95,866		80,603
Total operating expenses		5936,~~100~~766		~~124~~136,~~384~~290		95,866		260,603
Loss from operations		(5936,~~100~~766)		(~~124~~136,~~384~~290)		(95,866)		(260,603)
Other Expense:
Other Income (Expense):
Interest expense		(787)		(787)
Gain on forgiveness of debt		91,393		-		91,393		-
Total other expense		(787)		(787)
Interest expense		-		(770)		(787)		(1,557)
Loss before provision for income taxes		(59,887)		(125,171)
Total other income (expense)		91,393		(770)		90,606		(1,557)
Provision for income taxes		-		-
Income (loss) before provision for income taxes		54,627		(136,989)		(5,260)		(262,160)
Net Loss	$	(59,887)	$	(125,171)
Provision for income taxes		-		-		-		-
Net loss per share, basic and diluted	$	(0.00)	$	(0.00)
Net Income (Loss)	$	54,627	$	(136,989)	$	(5,260)	$	(262,160)
Weighted average shares outstanding, basic and diluted		134,587,109		114,021,974
Net income (loss) per share, basic and diluted	$	0.00	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average shares outstanding, basic and diluted		134,584,500		116,941,167		134,585,819		114,244,665

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

F-2

SINO AMERICAN OIL COMPANY

Statements of Changes in Shareholders’ Equity (Deficit)

For the Three and Six Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022

(Unaudited)

	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Common stock To be Issued		Shares Held In Escrow		Accumulated Deficit		Total Stockholders’ Deficit
Balance, September 30, 2022	-	$	-	134,664,500	$	13,466	$	7,196,649	$	20,000	$	(5,000,000)	$	(3,105,670)	$	(875,555)
Shares cancelled	-		-	(80,000)		(8)		8		-		-		-		-
Net loss	-		-	-		-		-		-		-		(59,887)		(59,887)
Balance, December 31, 2022	-	$	-	134,584,500	$	13,458	$	7,196,657	$	20,000	$	(5,000,000)	$	(3,165,557)	$	(935,442)
Net income	-		-	-		-		-		-		-		54,627		54,627
Balance, March 31, 2023	-	$	-	134,584,500	$	13,458	$	7,196,657	$	20,000	$	(5,000,000)	$	(3,110,930)	$	(880,815)

	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Common stock To be Issued		Accumulated Deficit		Total Stockholders’ Deficit
Balance, September 30, 2021	492,640	$	493	113,944,500	$	11,394	$	2,091,470	$	20,000	$	(2,658,636)	$	(535,279)
Shares issued for services	-		-	80,000		8		-		-		-		8
Net loss	-		-	-		-		-		-		(125,171)		(125,171)
Balance, December 31, 2021	492,640	$	493	114,024,500	$	11,402	$	2,091,470	$	20,000	$	(2,783,807)	$	(660,442)
Shares issued for services - related party	-		-	17,500,000		1,750		-		-		-		1,750
Net loss	-		-	-		-		-		-		(136,989)		(136,989)
Balance, March 31, 2022	492,640	$	493	131,524,500	$	13,152	$	2,091,470	$	20,000	$	(2,920,796)	$	(795,681)

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

F-3

SINO AMERICAN OIL COMPANY

Statements of Cash Flows

(Unaudited)

	For the Three Months Ended December 31,
	For the Six Months Ended March 31,
	2022		2021
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash Flows from Operating Activities:
Net loss	$	(595,~~887~~260)	$	(~~125~~262,~~171~~160)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services		-		8
Stock issued for services - related party		-		1,750
Gain on forgiveness of debt		(91,393)
Changes in operating assets and liabilities:
Accounts payable		5329,~~600~~801		(18,~~838)~~775
Accrued interest		787		~~787~~1,557
Accrued compensation		-		4590,000
Accrued compensation - related party		-		4590,000
Net cash used by operating activities		(566,~~500~~065)		(3670,~~214~~070)
CASH FLOWS FROM INVESTING ACTIVITIES:		-		-
Cash Flows from Investing Activities:		-		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Flows from Financing Activities:
Proceeds from loans payable		-		2131,848
Proceeds from loans payable - related party		566,~~500~~988		2040,000
Net cash provided by financing activities		566,~~500~~988		4171,848
Net change in cash		-923		51,~~634~~778
Cash at beginning of period		-		10
Cash at end of period	$	-923	$	51,~~644~~788
CASH PAID DURING THE PERIOD FOR:
Cash paid during the period for:
Cash paid for interest	$	-	$	-
Cash paid for taxes	$	-	$	-

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

F-4

SINO AMERICAN OIL COMPANY

Notes to Financial Statements

~~December~~March 31, ~~2022~~2023

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

Sino American Energy Company (the “Company”) was incorporated as Raphael Industries Ltd. on October 31, 2005 under the laws of the State of Nevada. On November 11, 2010 the Company changed its name to Sino American Oil Company in anticipation of the Company’s new business direction, the exploration for oil and gas.

The company has re-domiciled its corporate status from Nevada to Wyoming in August 2018.

NOTE 2 - SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation

The Company’s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~December~~March 31, ~~2022~~2023, and for the related periods presented have been reflected. The results are not necessarily indicative of the results to be expected for the full year ending September 30, 2023. These unaudited financial statements should be read in conjunction with the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the Securities and Exchange Commission.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2022.

F-5

Net loss per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the three months ended December 31, 2022 and 2021, the Company’s basis and diluted net loss per share are the same as the inclusion of any dilutive shares would be anti-dilutive due to the Company’s net loss.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-5

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no source of revenue, has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 - LOAN PAYABLE

On September 1, 2021, the Company entered into a loan agreement with Home Run Oil and Gas, Inc. (“Home Run”). Home Run loaned the company $114,103 ($150,000 CAD). The loan in non-interest bearing and is due on or before November 30, 2021. ~~This~~During Q2 of FY 2023 this loan isand ~~currently~~all ~~past~~accrued ~~due~~interest were forgiven in full for a gain on forgiveness of debt of 91,393.

NOTE 5 - COMMON STOCK

On October 3, 2022, the Company cancelled 80,000 shares of common stock previously issued to Dennis Eubanks on November 15, 2021, per the terms of a MOU between the Company and Estacado Energy, LLC. The Company chose not to proceed with the acquisition applicable to the MOU.

NOTE 6 - PREFERRED STOCK

Effective June 3, 2019, the Company amended its article of incorporation and authorized 10,000,000 shares of Series A preferred stock, par value $0.001 and 10,000,000 shares of Series B preferred stock, par value $0.001.

Series A Preferred Stock

Each share of Series A is convertible into 1,000 shares of common.

~~F-6~~As of March 31, 2023, there are no outstanding shares of the Series A Preferred Stock.

As of December 31, 2022, there are no outstanding shares of the Series A Preferred Stock.

Series B Preferred Stock

Effective July 14, 2021, the Company, designated its Series B Preferred Stock as voting only shares at 1,000 votes per share.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

On July 19, 2022, the Company entered into an Acquisition Agreement (the “Agreement”) with Tritium Inc., a corporation organized under the laws of the Province of Alberta, Canada (“Tritium”) and the shareholders of Tritium (the “Shareholders”) after obtaining requisite approval from the Company’s board of directors, which determined that the transaction was in the best interests of the Company and its stockholders.

Pursuant to the Agreement, the Company will acquire 100% of the shares of Tritium through a wholly-owned subsidiary of the Company, Sino Acquisition Corp. The Company will also acquire all assets of Tritium in the transaction. In exchange for 100% of the shares of Tritium, the Company issued five million (5,000,000) shares of common stock at $1.00 a share for a total transaction value of USD $5,000,000.

In July 2022, Tritium acquired a 22% ownership in Base Element Energy Inc., a corporation organized under the laws of the Province of Alberta, Canada.

The acquisition is subject to the delivery of U.S. GAAP audited financial statements from Tritium and the transfer of title and ownership of the company and its assets to the Company. The Company is in the process of updating its SEDAR filings in Canada to remain compliant in Alberta and meet the requirement of the ASE. This acquisition will be subject to the Company being fully compliant with the Securities regulators of both the U.S. and Canada.

F-6

Until all terms and conditions of the Agreement have been met and the acquisition is considered closed the 5,000,000 shares of common stock are being held in escrow.

NOTE 8 - RELATED PARTY TRANSACTIONS

On April 18, 2017, the Company entered into a Convertible Loan Agreement with Kim Halvorson, former CEO and Director. The loan agreement was entered into pursuant to Ms. Halvorson’s agreement to fund the initial expenses of the Company. Per the terms of the agreement any funds loaned to the company or paid out on behalf of the Company will be convertible into shares of common stock at $0.0001 per share. The loans are due on demand and non-interest bearing. During the year ended September 30, 2021, Ms. Halvorson and Triage MicroCap Advisors LLC (“Triage”) (a company owned by Ms. Halvorson) loaned the Company an $33,684 and converted $8,707 into 8,680,000 shares of common stock. During the quarter ended March 31, 2022, Ms. Halvorson loaned the Company an additional $20,000. As of ~~December~~March 31, ~~2022~~2023, the balance due to Ms. Halvorson is $69,309.

During the year ended September 30, 2021, Mr. Tang, advance the Company $494 to pay general operating expenses. The advance is non-interest bearing and due on demand. During the quarter ended March 31, 2022, Mr. Tang loaned the Company an additional $20,000. As of ~~December~~March 31, ~~2022~~2023, the balance due to Mr. Tang is $20,494.

Since March 14, 2022, Mr. Aleksandrov, Director, has advanced the Company a total of $3192,~~225~~713 to pay for general operating expenses.

NOTE 9 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist.

F-7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Overview

Sino American Oil Company (the “Company”) is a development stage enterprise that was originally incorporated on April 2, 2010, under the laws of the State of Nevada. The Company is in the Oil and Gas Exploration, Development and Production Business and has been since inception. On November 11, 2018, the Company filed a re-domestication to have its domestic corporation be administered under the laws of the State of Wyoming.

Sino American Oil Company plans to grow shareholder value through securing oil and natural gas reserves and negotiating oil and natural gas exploration, development and production deals within the United States of America and Canada. The focused industries are oil & gas exploration, oil & gas development, and oil & gas production sales. We anticipate being able to generate revenue on the sale of oil and gas.

Sino American Oil Company is currently negotiating deals within a very large exploration area oil field owners located in the Western Canadian sedimentary basin. The deals involve oil and gas production acquisitions, mineral land acquisitions and further production increases through production optimization and drilling activities as well as production infrastructure installations.

On January 16, 2020, the Company received a Cease Trade Order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer. We are working to remedy this Order.

Results of Operations for the Three Months Ended ~~December~~March 31, ~~2022~~2023, compared to the Three Months Ended ~~December~~March 31, 2022

We have not generated any revenue to date.

Consulting expense was $0 compared to $45,000 for the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, respectively. We are no longer using the consultant that was being compensated in the prior period.

Consulting expense - related party was $0 compared to $45,000 for the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, respectively. In the prior period we incurred consulting expense of $15,000 per month for services provided by Triage.

General and administrative ~~expense~~expenses (“G&A”) ~~was~~were $5936,~~100~~766 compared to $3446,~~384~~219 for the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, respectively. G&A ~~expense~~expenses ~~increased~~decreased in the current period primarily due ana ~~increase~~decrease in ~~audit~~consulting ~~and legal fees~~expense.

Interest expense was $~~787~~0 compared to $~~787~~770 for the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, respectively. In the current period, the loan on which the interest was being accrued was forgiven.

For the three months ended ~~December~~March ~~312022~~31, 2023, we had a net ~~loss~~income of $5954,~~887~~627, compared to a net loss of $~~125~~136,~~171~~989 in the prior period. In the current period we recognized a gain on forgiveness of debt of $91,393, resulting in overall net income.

Results of Operations for the Six Months Ended March 31, 2023, compared to the Six Months Ended March 31, 2022

We have not generated any revenue to date.

Consulting expense was $0 compared to $90,000 for the six months ended March 31, 2023 and 2022, respectively. We are no longer using the consultant that was being compensated in the prior period.

Consulting expense - related party was $0 compared to $90,000 for the six months ended March 31, 2023 and 2022, respectively. In the prior period we incurred consulting expense of $15,000 per month for services provided by Triage.

General and administrative expenses (“G&A”) were $95,866 compared to $80,603 for the six months ended March 31, 2023 and 2022, respectively. G&A expenses decreased in the current period primarily due to a decrease in consulting expense.

Interest expense was $787 compared to $1,557 for the six months ended March 31, 2023 and 2022, respectively. In the current period, the loan on which the interest was being accrued was forgiven.

For the six months ended March 31, 2023, we had a net loss of $5,206, compared to $262,160 in the prior period. In the current period we recognized a gain on forgiveness of debt of $91,393 and no compensation expense, resulting in overall net income.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023, was $566,~~500~~065 as compared to $3670,~~214~~070 of cash used in operating activities for the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022.

Cash Flows from Financing

For the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023, we received $566,~~500~~988 from related party loans. In the prior period we received $2040,000 from related party loans and $2131,848 from other loans.

Going Concern

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Refer to Note 2 - Summary of Significant Accounting Policies for discussion.

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

Evaluation of Disclosure Controls and Procedures

As of ~~December~~March 31, ~~2022~~2023, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of ~~December~~March 31, ~~2022~~2023, to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission ~~and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.~~

and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended ~~December~~March 31, ~~2022~~2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under 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

The following exhibits are filed as a part of this report:

Exhibit Number*		Title of Document

Item 31		Rule 13a-14(a)/15d-14(a) Certifications
31.01		Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14

Item 32		Section 1350 Certifications
32.01		Certification 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

Item 101		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. 5

**The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such filing or document.

SIGNATURE PAGE

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

	SINO AMERICAN OIL COMPANY
Dated: February 14, 2023	By:	/s/ Boriss Aleksandrov
Dated: May 15, 2023	By:	/s/ Boriss Aleksandrov
		Boriss Aleksandrov
		Chief Executive Officer and Director
Dated: February 14, 2023	By:	/s/ Olga Palumbo
Dated: May 15, 2023	By:	/s/ Olga Palumbo
		Olga Palumbo
		Director
Dated: February 14, 2023	By:	/s/ Sascha Zilger
Dated: May 15, 2023	By:	/s/ Sascha Zilger
		Sascha Zilger
		Director

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