Forward Looking Statements

This section and other parts of this Form 10-K annual report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-K that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

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. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.





Overview

Petro USA, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is an operator of truck stops and travel centers in the United States, offering diesel fuel and gasoline, full service and fast-food restaurants, maintenance and repair service for trucks, and groceries and convenience goods, among other products and services. The Company has a June 30 year end. As of June 30, 2022 the issued and outstanding shares of common stock totaled 30,920.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

We are considered a start-up corporation. Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2022.





RESULTS OF OPERATIONS



Working Capital                                    June 30       June 30
                                                    2022          2021

Current Assets                                   $         -   $         -
Current Liabilities                                  124,543       111,400
Working Capital (Deficit)                        $ (124,543)   $ (111,400)

Cash Flows                                         June 30       June 30
                                                    2022          2021

Cash Flows from (used in) Operating Activities $ - $ - Cash Flows from (used in) Financing Activities

             -             -

Net Increase (decrease) in Cash During Period $ - $ -







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YEAR ENDED JUNE 30, 2021 COMPARED TO YEAR ENDED JUNE 30, 2020





REVENUES

We have generated revenues of $0 and $0 for the years ended June 30, 2022 and 2021.

OPERATION AND ADMINISTATIVE EXPENSES

Operating expenses for the year ended June 30, 2022 were $12,860 compared with $27,991 for the year ended June 30, 2021. The decrease in operating expenses were attributable to a decrease in general and administrative expenses from $27,991 for the year ended June 30, 2021 to $12,860 to the year ended June 30, 2022.

During the year ended June 30, 2022, the Company recorded a net loss of $13,143, compared with net loss of $28,004 for the year ended June 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2022, the Company's cash balance was $0 compared to cash balance of $0 as of June 30, 2021. As of June 30, 2022, the Company's total assets were $0 compared to total assets of $0 as of June 30, 2021.

As of June 30, 2022, the Company had total liabilities of $124,543 compared with total liabilities of $111,400 as of June 30, 2021. The increase in total liabilities is attributed to an increase in accounts payable and accrued liabilities from $19,075 on June 30, 2021 to $21,089 on June 30, 2022 and an increase in due to related parties from $88,813 on June 30,2021 to $99,659 on June 30, 2022 and an increase in promissory note and accrued interest to related party from $3,512 on June 30,2021 to $3,795 on June 30, 2022.

As of June 30, 2022, the Company has a working capital deficit of $124,543 compared with working capital deficit of $111,400 at June 30, 2021 with the increase in the working capital deficit attributed to an increase in accounts payable and accrued liabilities from $19,075 on June 30, 2021 to $21,089 on June 30, 2022 and an increase in due to related parties from $88,813 on June 30,2021 to $99,659 on June 30, 2022 and an increase in promissory note and accrued interest to related party from $3,512 on June 30,2021 to $3,795 on June 30, 2022.

Cashflows from Operating Activities

During the year ended June 30, 2022 and June 30, 2021, the Company did not used any cash for operating activities.

Cashflows from Financing Activities

During the years ended June 30, 2022 the Company received $0 from proceeds from related promissory note compared to $3,500 received on June 30, 2021.





Commitments and Contingencies

On April 27, 2020, the District Court in Clark County Nevada issued a Default Judgement against defendants Wayne Mower, Robert Kroff and Joseph Moretti stating that their actions including authorizing a 7,500 for 1 reverse stock split of the Registrant were neither authorized nor permitted. The Court stated that the Defendants were not authorized to engage in a reverse stock split. Neither did these Defendants had any ownership or management interest in the company. The Court stated that these Defendants acted with clear disregard of the rights of the shareholders and management. That these Defendants conspired to deprive the shareholders, of their interest in the company. The Court Concluded that the acts of these Defendants were those of fraudulent rogue actors without any authority.





Subsequent Developments



None



Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.





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OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





CONTRACTUAL OBLIGATIONS

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.





CRITICAL ACCOUNTING POLICIES

We have one main products, namely the concealed weapons detection system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. Each product has an unconditional 30-day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one-year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight-line bases over the period covered by the warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured.





Stock Based Compensation

We account for share-based compensation at fair value. Stock based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model. The value of the award that is ultimately expected to vest is recognized as expensed on a straight-line basis over the requisite service period.

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