Viva Entertainment Group Inc. - Quarter Report: 2014 January (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2014

or

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

For the transition period from __________ to __________.

Commission File Number: 000-54763

BLACK RIVER PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

424 Church Street, Suite 2000

Nashville, Tennessee, TN 37219

(Address of principal executive offices)(Zip Code)

615-651-7383

(Registrant's telephone number, including area code)

N/A

(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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). Yes x No ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ Nox

As of March 14, 2014, 72,093,414 shares of common stock, $0.00001 par value per share, were outstanding. 

AMERICAN COPPER CORP.

QUARTERLY REPORT ON FORM 10-Q

January 31, 2014

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

FINANCIAL STATEMENTS

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

January 31, 2014

(Unaudited)

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Balance Sheets

January 31, 2014 and October 31, 2013

(Unaudited)

(The Accompanying Notes are an Integral Part of These Financial Statements)

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Statements of Operations

For the Three Month Period Ended January 31, 2014 and 2013

and from October 26, 2009 (Inception) to January 31, 2014

(Unaudited)

(The Accompanying Notes are an Integral Part of These Financial Statements)

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Statements of Cash Flows

For the Three Month Period Ended January 31, 2014 and 2013

and Inception October 26, 2009 to January 31, 2014

(Unaudited) 

(The Accompanying Notes are an Integral Part of These Financial Statements)

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Statement of Changes in Stockholders’ Equity (Deficit)

From Inception, October 26, 2009, to January 31, 2014

(Unaudited)

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY

The Company was incorporated on October 26, 2009 in the State of Nevada. The Company is an exploration stage corporation and is engaged in the search mineral deposits or reserves which are not in the development or production stage. The Company intends to explore for oil and gas on its mining property.

The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations. 

GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies Black River Petroleum Corp. will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Black River Petroleum Corp. be unable to continue as a going concern.  As at January 31, 2014 Black River Petroleum Corp. has a working capital deficiency, has not generated revenues and has accumulated losses of $3,535,307 (2013: $2,892,502) since inception.  The continuation of Black River Petroleum Corp. as a going concern is dependent upon the continued financial support from its shareholders, the ability of Black River Petroleum Corp. to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the Black River Petroleum Corp. ability to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is October 31.

USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at January 31, 2014 or October 31, 2013.

EXPLORATION STAGE ENTITY – The Company complies with FASB guidelines for its description as an exploration stage company.

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

IMPUTED INTEREST – The Company calculates imputed interest at a rate of 8% per annum. Imputed interest of $2,050 was recorded as donated capital for the three months ended January 31, 2014.

IMPAIRMENT POLICY – In 2013, the Company authorized the issuance of 5,000,000 shares of restricted shares of common stock and paid $10,000 for the mineral property. At October 31, 2013, the Company did an assessment of whether this payment would meet the characteristics required to record it as an asset at year-end and determined that an impairment charge of $2,500,000 should be reflected as of October 31, 2013 because the Company could not substantiate that there would be a future economic benefit arising from this payment.

INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

MINERAL CLAIM EXPENDITURES – The Company capitalizes all direct costs related to the acquisition and exploration of specific mining properties as incurred. These costs will be amortized against the income generated from the property. If the property is abandoned or impaired, an appropriate impairment charge will be made.

LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of January 31, 2014 and October 31, 2013, there were no common stock equivalents outstanding.

FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of January 31, 2014 and October 31, 2013. The Company’s financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

RECENTLY ISSUED ACCOUNTING STANDARDS –

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

RECENTLY ISSUED ACCOUNTING STANDARDS – Continued

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

RECENTLY ISSUED ACCOUNTING STANDARDS – Continued

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

NOTE 3 -INCOME TAXES

Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The company does not have any uncertain tax positions.

The Company currently has net operating loss carryforwards aggregating $493,565 (2013: $392,502), which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as follows as of January 31, 2014:

NOTE 4 – FAIR VALUE MEASUREMENTS

The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 4 – FAIR VALUE MEASUREMENTS (Continued)

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of January 31, 2014 and October 31, 2013:

Level 1: None

Level 2: None

Level 3: None

Total Gain (Losses): None

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 5 - RELATED PARTY TRANSACTIONS

During the period ended January 31, 2014 the Company recognized a total of $1,500 (2013: $1,500) for rent and services from directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Director of the Company. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties.

A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of January 31, 2014, the director has advanced a total of $13,923 (2013: $148,833).

On December 1, 2013, the Company entered into an employment agreement with Alexander Stanbury, the Company’s President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and sole member of the Board of Directors (the “Employment Agreement”).

Pursuant to the Employment Agreement, Mr. Stanbury will receive annual base compensation of $120,000, which may be increased but not decreased from time to time as determined by the Board of Directors of the Company. Mr. Stanbury is entitled to receive 3,000,000 shares (the “Employment Shares”) of the Company’s Common Stock, 1,000,000 to vest on the date of the Employment Agreement, 1,000,000 to vest on the first anniversary of the Employment Agreement, and 1,000,000 to vest on the second anniversary of the Employment Agreement. The Employment Agreement also provides for bonus awards, as well as a benefit package, including medical, disability, and other equity programs. The term of the Employment Agreement is three (3) years and shall automatically be renewed for successive one (1) year terms thereafter, unless otherwise notified in writing three (3) months prior to the termination of the agreement. As of January 31, 2014, 1,167,123 shares have been vested and compensation expense of $525,205 was recorded based on the closing price of the shares on the date of grant.

The Employment Agreement may be terminated by the Company and by Mr. Stanbury. Should the Employment Agreement be terminated by the Company without cause, by Mr. Stanbury for good reason, or pursuant to a change of control, Mr. Stanbury is entitled to receive one times his base salary and other benefits at the time of termination (including any bonus); any earned but unpaid base salary, and accrued but unpaid vacation time.  Should the Employment Agreement be terminate by the Company for cause or by Mr. Stanbury other than for good reason, Mr. Stanbury is entitled to receive any earned but unpaid base salary, including any bonus and accrued but unpaid vacation time.  

On December 11, 2013, the Company issued 367,489 shares of our common stock, pursuant to a debt settlement agreement (the “Settlement Agreement”) with Mr. Stanbury, the sole officer and director of the Company, in exchange for a settlement of $148,833 owed to Mr. Stanbury. The common stock issued had a fair value of $165,370, which resulted in a loss of $16,537.

NOTE 6 – ACQUISITION OF MINERAL CLAIMS

The Company does not intend to conduct exploration activities on the Ridgetake Copper-Gold Prospect, which is located 125 kilometers south-west of Williams Lake in the Cariboo-Chilcotin region of south central British Columbia (BC), Canada. The Property comprises 7 mineral claims, Taseko 1 and Taseko 2, and Cu, Cu1, Cu2, Cu3, and Cu4 totaling 7,733 acres (3,129.48 ha). The first two claims were renewed very recently and now expire on March 14, 2014, the subsequent five will expire on June 27, 2013. On March 25, 2013, the Company authorized the issuance of 5,000,000 restricted shares of common stock. The share consideration is recorded at fair market value at the date of the transaction. As of January 31, 2014, 2,000,000 common shares have been issued. The remaining 3,000,000 common shares have not been issued and the share consideration is recorded as a stock payable. Management has determined to record an impairment charge of $2,500,000 because the property is not revenue producing and the future economic benefits are not substantiated.

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 7 – LEASE OF OIL AND GAS CLAIMS

On October 17, 2013, the company entered into an agreement with American Land and Exploration Company (“American Land”) to purchase 100% working interest in the 1,840.69 M/L acres in the oil and gas leases in Henderson, Tennessee. The Company agreed to pay $250,000 as follows:

American Land will hold the lease interest in trust for Black River Petroleum Corp. until such time as the agreement is completed or terminated. In the event of non-payment, the Company will forfeit its lease interest. American Land is entitled to receive a 7.5% royalty on all production.

The Company has an option to purchase additional 2,000 acres within a 5 mile radius of the property for $100,000 with 315 days of the date of the agreement.

NOTE 8 – IMPAIRMENT OF MINING CLAIMS

Mineral property claims are tested for impairment when facts and circumstances suggest that the carrying amount of the mineral property interests exceed their recoverable amounts. The Company has determined that due to present market conditions, it was necessary to record an impairment of the carrying value of its Ridgestake Copper-Gold Prospect property as at October 31, 2013. The non-cash loss attributable to the impairment is $2,500,000.

NOTE 9 - COMMON STOCK

On November 28, 2012, the Company filed an Amendment to its Articles of Incorporation for a 33 for 1 forward stock split (the “Forward Split”). Except as otherwise indicated, all of the share and per share information referenced in this Report has been adjusted to reflect the Forward Split of our common stock.

The Company issued 5,000,000 shares (165,000,000 shares post Forward Split) of stock as founder’s shares to the President and Director of the Company on October 30, 2009.

1,000,000 shares (33,000,000 shares post Forward Split) were issued in 2011 at $0.04 per share for the total proceeds of $40,000.

As of October 31, 2012, American Copper Corporation had issued common shares 6,000,000 (198,000,000 common shares post Forward Split).

On November 19, 2012, Irina Cudina cancelled 3,900,000 shares of common stock (128,700,000 shares post Forward Split) (the “Share Cancellation”). Following the Share Cancellation, Ms. Cudina held 1,100,000 shares of common stock (36,300,000 shares post Forward Split).

On December 17, 2012, the Company, Irina Cudina (the “Seller”) and Alexander Stanbury (the “Purchaser”) entered into and closed a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Seller, 1,100,000 shares of common stock (36,300,000 post , par value $0.00001 per share, of the Company (the “Shares”), representing approximately 52% of the issued and outstanding shares of the Company, for an aggregate purchase price of $40,000 (the “Purchase Price”) (the “Stock Purchase”).

On March 25, 2013, the company entered into an agreement to purchase mineral claim for $10,000 and 5,000,000 common shares. The share consideration is recorded at fair market value at the date of the transaction. As of October 31, 2013, 2,000,000 common shares have been issued. The remaining 3,000,000 common share consideration is recorded as a stock payable.

Black River Petroleum Corp. (formerly American Copper Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

NOTE 9 - COMMON STOCK - Continued

On July 9, 2013, the company entered into an agreement to sell 111,111 common shares for total proceeds of $50,000.

On September 24, 2013, the company entered into an agreement to sell 148,148 common shares for total proceeds of $60,000.

On October 11, 2013, the company entered into an agreement to sell 166,666 common shares for total proceeds of $75,000.

On November 4, 2013, the company entered into an agreement to sell 222,222 common shares for total proceeds of $100,000. As of January 31, 2014, the common shares have not been issued and the share consideration is recorded as a stock payable.

On December 11, 2013, the Company issued 367,489 shares of our common stock, pursuant to a debt settlement agreement (the “Settlement Agreement”) with Mr. Stanbury, the sole officer and director of the Company, in exchange for a settlement of $148,833 owed to Mr. Stanbury. The common stock issued had a fair value of $165,370, which resulted in a loss of $16,537.

On January 8, 2014, the company entered into an agreement to sell 246,913 common shares for total proceeds of $100,000. As of January 31, 2014, the common shares have not been issued and the share consideration is recorded as a stock payable.

As of January 31, 2014, 1,167,123 common shares have vested as per Employment Agreement with Mr. Stanbury. As of January 31, 2014, the shares have not yet been issued. The value of the shares $525,205 was based on the closing price of the stock on the date of grant and is recorded as a stock payable.

As of January 31, 2014, Black River Petroleum Corp. (formerly American Copper Corp.) has issued 72,093,414 common shares.

NOTE 10 – SUBSEQUENT EVENT

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no events to disclose.

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

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Black River Petroleum Corp. (the “Company”) is an Oil and Gas exploration stage company. The Company is based in Nashville, Tennessee and its current focus lies in the exploration of the Natchez Trace Prospect in Henderson County, Western Tennessee.

The Company was incorporated in the State of Nevada on October 26, 2009. From inception, the Company was engaged in the development of a website and also the design and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012 our management undertook a change in the Company’s focus to the Natural Resources sector where it was initially engaged in the acquisition and exploration of base metals and mineral mining properties. After an unsuccessful exploration program on our mineral properties we decided to remain in the Natural Resources sector but shift our focus to exploration for oil and gas.

On December 17, 2012, the Company, Irina Cudina and Alexander Stanbury entered into and closed a stock purchase agreement (the “Stock Purchase Agreement”), whereby Mr. Stanbury purchased from Ms. Cudina, 36,300,000 shares of common stock, par value $0.00001 per share, of the Company (the “Shares”), representing approximately 52% of the issued and outstanding shares of the Company, for an aggregate purchase price of $40,000 (the “Purchase Price”) (the “Stock Purchase”).

On December 17, 2012, the board of directors of the Company (the “Board”) and the stockholders of the Company (the “Shareholders”) accepted the resignation of Irina Cudina and appointed Alexander Stanbury on to serve as the President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and sole director of the Company.

On January 4, 2013, we effected a 33-for-1 forward stock split for our common stock (the “Forward Split”). Except as otherwise indicated, all of the share and per share information referenced in this Report has been adjusted to reflect the Forward Split of our common stock.

On March 25, 2013, the Company entered into a Mineral Property Acquisition Agreement (the “Acquisition Agreement”), with US Copper Investments Ltd. (the “US Copper”) whereby the Company acquired from US Copper a right to acquire a 100% right, title, and interest in and to a certain property known as The Ridgestake Copper-Gold Prospect, which comprises 7 mineral claims covering, in aggregate, 7,733 acres (3,129.48 ha) (the “Ridgestake Property”). The Ridgestake Property, which is a copper-gold-silver-molybdenum prospect, is located 125 km south-west of Williams Lake in south-central British Columbia (BC), Canada. Pursuant to the Acquisition Agreement, in consideration of an undivided 100% interest in and to the Property, the Vendor would receive 5,000,000 restricted shares of the Company’s common stock. As a result of the Company’s decision to change its strategy to focus on the oil and gas industry, the parties have agreed to allow the Acquisition Agreement, as well as the Leases, to expire. As of the date of this Report, a total of 2,000,000 of the shares were issued to US Copper and no additional shares shall be issued under the Acquisition Agreement.

On July 3, 2013, the Company entered into an investment agreement (the “Investment Agreement”), with US Copper whereby the US Copper shall have the option to purchase up to $12,500,000 of Common Stock. As a result of the Company’s decision to change its strategy to focus on the oil and gas industry, the parties have agreed to allow the Investment Agreement to expire. The Company will issue no further put notices nor receive any further funds pursuant to the Investment Agreement.

On July 11, 2013, the Board of Directors of the Company authorized to increase the authorized stock of the Company from 75,000,000 to 2,475,000,000 shares of Common Stock. The increase in authorized shares is effective as of the date of this report.

On October 17, 2013, the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”), with American Land and Exploration Company (“American Land”) whereby the Company acquired from American Land a 100% undivided right, title and working interest in certain oil and gas interests (the “Leases”) which comprise a parcel of 1,840.69 M/L acres in Henderson County Tennessee, the Natchez Trace Prospect (the “Natchez Trace Prospect”) in exchange for $250,000 (the “Purchase Price”) to be paid as follows: (i) $25,000 within ten (10) days of the Effective Date; (ii) $25,000 within forty-five (45) days of the Effective Date, (iii) $100,000 within one hundred and thirty-five (135) days of the Effective Date; and (iv) $100,000 within two hundred and twenty-five (225) days of the Effective Date. The Company will also receive an 80% net revenue interest in the Leases. The closing is conditioned on the Company making full payment of the Purchase Price, which shall occur no later than two hundred and twenty-five days following the Effective Date. American Land is entitled to receive 7.5% of any Overriding Royalty Interest in the Leases. Pursuant to the Purchase Agreement, the Company has agreed to pay an additional $100,000 to American Land within three hundred and fifteen (315) days of the Effective Date, subject to: (i) American Land providing the Company with a 100% undivided right, title and working interest in leases comprising an additional 2,000 acre property; (ii) the Company obtaining a first right to purchase any additional acreage in excess of 2,000 acres acquired by American Land within certain areas; and (iii) American Land shall be entitled to receive 7.5% of any Overriding Royalty Interest in such property.

On October 24, 2013, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “2013 Amendment”) to change its name from “American Copper Corp.” to “Black River Petroleum Corp.”

The Company has changed its name to reflect the change in strategy to focus on the oil and gas industry. This decision was taken by management in response to disappointing results from the exploration program undertaken on the Ridgestake Copper-Gold prospect in British Columbia. It was decided that it was in the best interests of the Company not to expend any more of its resources on metals exploration in British Columbia.

The Company’s management are of the opinion that, in the current economic cycle, raising further capital for grass roots metals exploration programs would be extremely challenging and it is difficult to predict when investors’ confidence in these sorts of assets will improve, as such, the Company’s management has decided to change the focus of the Company to a different, mainstream, part of the natural resources sector, specifically oil and gas, where we feel we will have a better chance of raising capital and developing a successful project.

Plan of Operation

We are an exploration stage corporation and have not started operations and have not yet generated or realized any revenues.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues or profits. Recently, our management has undertaken a change in its focus to oil and gas, where the Company’s management feels the Company will have a better chance of raising capital and developing a successful project. We are not anticipated to start generating revenues for the foreseeable future until we have acquired, explored and developed successful oil and gas related projects, all of which may not occur successfully. 

We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

Limited Operating History

There is no historical financial information about us upon which to base an evaluation of our performance. We are an early exploration stage company and have not generated any revenues to date. 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. There is no guarantee that we will find economic quantities of Oil or Gas.

Results of Operations

Revenues

As of the date of this report, we have yet to generate any revenues from our business operations.

Operating Expenses

For the three months ended January 31, 2014 and 2013

For the three months ended January 31, 2014 and 2013 we incurred operating expenses in the amount of $640,755, and $45,307 respectively. Our operating expenses were comprised of: (i) consulting services expenses of $750 for the quarters ended January 31, 2014 and 2013, (ii) rent expenses of $4,537 and $3,289 for the quarters ended January 31, 2014 and 2013respective, (iii) legal and accounting expenses of $5,821 and $7,071 for the quarters ended January 31, 2014 and 2013 respectively, (iv) general and administrative expenses of $17,905 and $8,852 for the quarters ended January 31, 2014 and 2013 respectively, (v) web development expenses of $0 and $25,345 for the quarters ended January 31, 2014 and 2013 respectively, (vi) geological research expenses of $50,000 and $0 for the quarters ended January 31, 2014 and 2013 respectively, (vii) wage expenses of $570,205 and $0 for the quarters ended January 31, 2014 and 2013 respectively, and (viii) loss on settlement of debt of $16,537 and $0.

Net Loss

Our net loss for the three months ended January 31, 2014 and 2013 was $642,805 and $45,307 respectively. The increase in net loss was the result of change in strategy to focus on the exploration business. 

Liquidity and Capital Resources

Currently the Company has no operations and one salaried employee, Alex Stanbury, our sole officer and director. We currently require very limited resources but intend to hire consultants in the beginning of 2014 to being exploration on the Natchez Trace Prospect. In due course, should the Company require capital for acquisition of licenses and/or for exploration we will need to raise additional capital. There is no guarantee that the Company will be able to raise further capital. At present, we have not made any arrangements to raise additional capital.

If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

As of the date of this report, we have yet to generate any revenues.

On July 3, 2013, the Company entered into an investment agreement (the “Investment Agreement”), with US Copper Investments Ltd. ( “US Copper”), whereby the US Copper shall have the option to purchase up to $12,500,000 of Common Stock. As a result of the Company’s decision to change its strategy to focus on the oil and gas industry, the parties have agreed to allow the Investment Agreement to expire. The Company will issue no further put notices, nor receive any further funds pursuant to the Investment Agreement.

As of January 31, 2014, our total assets were $156,037 and our total liabilities were $26,423.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Those standards have been addressed in the notes to the audited financial statement and in our Annual Report, filed on Form 10-K for the period ended October 31, 2013.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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. Due to 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. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Controls Over Financial Reporting.

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended January 31, 2014 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

On December 1, 2013, the Company granted 1,000,000 shares of our common stock to Alexander Stanbury, our sole officer and director, pursuant to an employment agreement with Mr. Stanbury. Mr. Stanbury is entitled to receive 3,000,000 of the Company’s common shares, 1,000,000 to vest on the date of the Employment Agreement, 1,000,000 to vest on the first anniversary of the employment agreement, and 1,000,000 to vest on the second anniversary of the employment agreement. The share based compensation is valued based on the closing price of the shares on the date of grant. As of January 31, 2014, 1,167,123 common shares vested valued at $525,205 were recorded as compensation expense and stock payable. As of January 31, 2014, 1,167,123 shares have not yet been issued.

On December 11, 2013, the Company issued 367,489 shares of our common stock pursuant to a debt settlement agreement with Alexander Stanbury, the sole officer and director of the Company. The deemed price of the shares issued was $0.405 per share, calculated at a 10% discount to the trading price of the common stock on the date of the Settlement Agreement.

On November 4, 2013, the Company issued 222,222 shares of its common stock to investors in exchange for net proceeds of $100,000.

On January 8, 2014, the Company issued 246,913 shares of its common stock to investors in exchange for net proceeds of $100,000.

The above referenced shares were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and the Company.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

SIGNATURES

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, thereunto duly authorized.