UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~NOVEMBER~~JUNE 30, ~~2012~~2015
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-~~198730~~202731

~~DINOCO~~MCGREGOR POWER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

~~3260~~4426 N. ~~Hayden~~21st RdSt. Ozark, ~~Suite~~MO ~~210-332,~~65721(Address ~~Scottsdale~~of principal executive offices, AZincluding ~~85251~~zip code)

~~(Address~~417-207-3249 ~~of principal executive offices, including zip code)~~

415-847-9954

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 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 [ ] NO [X]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[ ]	Smaller Reporting Company	[X]
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Class A shares: 105,000,000, Class B shares: ~~396~~214,~~840~~100,000, total shares outstanding: ~~406~~219,~~840~~100,000 as of ~~April 21st, 2015~~6/30/15

~~DINOCO~~MCGREGOR POWER SYSTEMS, INC.

TABLE OF CONTENTS

		Page No.
	Part I. - Financial Information
Item 1.	Financial Statements.
	Balance Sheets as of 2/28/15 (unaudited) and 5/31/2014	F-1
	Balance Sheets June 30, 2015 (unaudited) and December 31, 2014 (audited)	F-1
	Statement of Operations for the three months ended 2/28/15 and for the period from 12/20/13 (date of inception) to 2/28/15 (unaudited)	F-2
	Statement of Operations for the three and six months ended June 30, 2015 and June 30, 2014	F-2
	Statement of Stockholder's Deficit For the period from 12/20/13 (inception) to 2/28/15	F-3
	Statement of Cash Flows for the six months ended June 30, 2015 and June 30, 2014	F-3
	Statement of Cash Flows for the three and nine months ended 2/28/15 and from inception (12/20/13) through 2/28/15 (unaudited)	F-4
	Statement of Shareholders Equity for the period ended June 30, 2015	F-4
	Notes to Unaudited Financial Statements	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	109
Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	1210
Item 4.	Controls and Procedures.	1210
	Part II. - Other Information
Item 1A.	Risk Factors.	1210
Item 2.	Use of Proceeds.	1210
Item 6.	Exhibits.	1310
Signatures		1311
Exhibit Index		13

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DINOCO, INC.

		McGregor Power Systems, Inc.
		Balance Sheet
		June 30, 2015
				(unaudited)
		Assets

Current Assets:
	Cash				$ 62	$ 100
Total Current Assets					79	100

Equipment					40,000

Intangible Asset
	Prototype				7,119	7,119


Total Assets					$47,181	$ 7,219

			Liabilities and Stockholders' Equity

Current Liabilities						-
	Accrued Expenses				$ 4,400
Stockholders' Equity
	Common Stock, $.00001 par value, 2,000,000,000 shares authorized;
	219,110,000 shares issued and outstanding				$ 214	$ 214
	Additional Paid in Capital				59,803	9,843
	(Deficit) accumulated during development stage				(17,236)	(2,838)

	Total Stockholders’ Equity				42,781	7,219

Total liabilities and stockholders’ equity					47,181	7,219

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

(AN EXPLORATION STAGE COMPANY)

		MCGREGOR Power Systems
		(AN EXPLORATION STAGE COMPANY)
		STATEMENT OF OPERATIONS

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2015	2014	2015	2014
Revenues	-	-	-	-

Cost of Sales	-	-	-	-

Gross Profit	-	-	-	-

Operating Expenses	17	729	14,398	729

Net Income(Loss) from Operations	(17)	(729)	(14,398)	(729)

Other Income (Expense)	-	-	-	-

Net Income(Loss) Before Provision for Income Taxes	(17)	(729)	(14,398)	(729)

Provision for income taxes	0	0	0	0

Net Income(Loss)	(17)	(729)	(14,398)	(729)

Basic and Diluted Loss Per Share	$ -	$ -	$ -	$ -


Weighted average number of shares outstanding	219,110,000	219,110,000	219,110,000	219,110,000

BALANCE SHEETS


		McGregor Power Systems, Inc.
		Statement of Cash Flows
		(unaudited)


Cash Flows from operating activities:
	Net (loss)			$ (14,398)	$ (729)
		Adjustment to reconcile net(loss) to net cash(used in) operating activities:
			Increase in Accrued Expenses	$4,400	$

	Net Cash used in operating activities			(9,998)	(729)

Cash flow from financing activities:
	Capital contributed by a related party			(9,960)	729

	Net Cash provided by financing activities			(9,960)	729

Cash flow from investing activities:
	None

	Net Cash provided by investing activities				-

Net Increase (decrease) in cash				(38)	100

Cash - beginning of period				100	-

Cash - end of period				62	$ 100

Non-cash investing and financing activities:
	Issuance of common shares to directors (founders shares)				$ 214
					$ 214

Supplemental disclosure of cash flow information:
	Cash paid during the period for
			Interest		$ -

			Income Taxes		$ -

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

(unaudited)


McGregor Power Systems, Inc.
Statement of Stockholders' Equity
For the period from January 1, 2015 to June 30, 2015

				(Deficit)
				Accumulated
			Additional	During the
	Common Stock		Pain-In	Development
Description	Shares	Amount	Capital	Stage	Total


Balance December 31, 2014	219,110,000	$ 214	$ 9,843	$ (2,838)	$ 7,219

Asset contributed by founder			40,000		40,000

Capital contributed by founder			9,960		9,960

Net loss for period				(14,398)	(14,398)

Balance June 30, 2015	219,110,000	$ 214	$ 59,803	$ (17,236)	$42,781

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

~~ASSETS~~Note 1. Organization, History and Business

			February 28, 2015		May 31, 2014
Current assets:
	Cash and equivalents	$	1,776	$	0
Total current assets		$	1,776	$	0

McGregor Power Systems, Inc. (“the Company”) was incorporated in Delaware on June 11, 2014. The Company was established to manufacture the thermal watt furnace. This is a device that uses a rotary engine to produce electricity, and heat for home, commercial, and industrial uses.

Long term assets:
	Working Interest in Jacks A/C & B Lease	$	57,590	$	0
Total long term assets		$	57,590	$	0

Note 2. Summary of Significant Accounting Policies

Total assets $ 59,366 $ 0

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current liabilities:
	Accrued Expenses	$		23,400	$	0
						0
	Total current liabilities			23,400		0
	Total liabilities	$		23,400	$	0
Commitments and contingencies				-		-
Stockholders’ (deficit):
	Common stock, $0.000001 par value, 3,000,000,000 shares authorized; 406,840,000 and 400,340,000 shares issued and outstanding, respectively			409		402
	Additional paid-in capital			219,948		134,788
	(Deficit) accumulated during the exploration stage			(184,391)		(135,190)
	Total stockholders’ equity (deficit)		$	35,966	$	0
Total liabilities and stockholders’ equity (deficit)			$	59,366	$	0

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

F-1

DINOCO, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(unaudited)

							Cumulative from
			For the Quarter ended February 28, 2015		For the nine months Ended February 28, 2015		December 20, 2013 (inception) to February 28,2015
Revenues, net		$	3,778	$	3,778	$	3,778
Cost of revenues			-		-		-
Gross profit			-		-		-
Expenses:
	General and administrative		5,604		26,002		26,611
	Compensation		4,772		26,977		161,558
	Total expenses		10,376		52,979		188,169
Income (Loss) from operations			(6,598)		(49,201)		(184,391)
Other income (expense):
	Total other income (expense)		-		-		-
Provision for income taxes			-		-		-
Net income (loss)		$	(6,598)	$	(49,201)	$	(184,391)
(Loss) per common share,
basic and diluted		$	0	$	0
Weighted average number of common shares outstanding, basic and diluted
			406,542,186		406,542,186

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

F-2

DINOCO, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY

For the period from December 20, 2013 (inception) to February 28, 2015

Description	Common Stock				Additional Paid-In Capital		(Deficit) Accumulated During the EXPLORATION Stage		Total
	Shares		Amount
Balance, December 20, 2013 (inception)	-	$	-	$	-	$	-	$	-
Issuance of common shares to directors (founder’s shares)	200,000,000		200		(200)		-		-
Contributed Capital					609		-		609
Issuance of common shares to officers	200,000,000		200		119,800		-		120,000
Issuance of common shares to consultants	340,000		2		9,248		-		9,250
Amortization of Stock Options	-		-		5,331		-		5,331
Net (loss) for the period	-		-		-		(135,190)		(135,190)
Balance, May 31, 2014	400,340,000	$	402	$	134,788	$	(135,190)	$	-
Issuance of common shares for Jacks Lease WI	6,000,000		6		57,584		-		57,590
Contributed Capital					600				600
Issuance of Common shares to officers			1		12,499				12,500
Amortization of Stock options					14,477				14,477
Net (loss) for the period	-		-		-		(49,201)		(49,201)
Balance, February 28, 2015	406,340,000	$	409	$	219,948	$	(184,391)	$	35,966

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

F-3

DINOCO, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(unaudited)

				For the nine months ended February 28, 2015		For the period from December 20, 2013 (inception) to February 28, 2015
Cash flows from operating activities:
	Net income (loss)		$	(49,201)	$	(184,391)
	Adjustments to reconcile net (loss) to net cash (used in) operating activities
		Common stock issued to executive officer		12,500		132,500
		Common stock issued in connection with services provided by consultants		-		9,250
		Amortization of common stock options		14,477		19,808
	Changes in operating assets and liabilities:
		Increase(decrease) in accrued expenses		23,400		23,400
	Net cash (used in) operating activities			1,176		567
Cash flows from financing activities:
	Capital Contributed by a related party		$	600	$	1,209
	Net cash provided by financing activities			600		1,209
Net increase in cash				1,776		1,776
Cash – beginning of period						-
Cash – end of period			$	1,776	$	1,776
Non-cash investing and financing activities:
	Issuance of common shares to directors (founder’s shares)			-		200
			$	-	$	200
Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Interest	$	-	$	-
		Income taxes	$	-	$	-

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

F-4

DINOCO, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2015

Note 1 – Business and Organization

Dinoco, Inc. (“the Company”) was incorporated in Delaware on December 20, 2013. The Company intends to be a EXPLORATION stage company that focuses on shallow depth, conventional oil plays located in Texas, Oklahoma, Colorado & Kansas.

The Company is in the exploration stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 – EXPLORATION Stage Entities. Since its inception, the Company has been engaged in acquiring interests in leases in the State of Texas and searching for short-term and long-term sources of liquidity for its producing operations.

Note 2 – Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying Balance Sheets as of February 28, 2015, Statements of Operations for the quarter and nine months ended February 28, 2015, and cumulative from December 20, 2013 (Inception) to February 28, 2015, Statement of Stockholder’s (Deficit) for the cumulative period from December 20, 2013 (Inception) to February 28, 2015, and the Statements of Cash Flows for the nine months ended February 28, 2015, and cumulative from December 20, 2013 (Inception) to February 28, 2015, are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the Company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments necessary for the fair presentation of the Company’s statement of financial position at February 28, 2015 and its results of operations and its cash flows for the period ended February 28, 2015 and cumulative from December 20, 2013 (inception) to February 28, 2015. The results for the period ended February 28, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, 2015.

Accounting Basis

The statements were prepared following generally accepted accounting principles of the United States of America consistently applied. The Company’s fiscal year end is May 31.

The accompanying financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and are presented in U.S. Dollars. The Company is currently an exploration stage enterprise. An exploration stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. All losses accumulated since the inception of the business have been considered as part of its exploration stage activities.

Basis of Presentation

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Company and those of its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less. As of February 28, 2015 and May 31, 2014 the cash and cash equivalents were $1,776 and $0 respectively.

Oil and Gas Properties

We acquired the Jacks A/C & B leases in 2014. A 51% WI was obtained direct from the mineral owner for $1, and the remaining 49% of the WI was obtained from a third party for 6,000,000 shares of stock. The property is not in production and has no reserves.

The Company uses the full cost method of accounting for exploration and EXPLORATION activities as defined by the U.S. Securities and Exchange Commission (“SEC”). Under this method of accounting, the costs for unsuccessful, as well as successful, exploration and EXPLORATION activities are capitalized as oil and gas properties. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping the wells and any internal costs that are directly related to acquisition, exploration and EXPLORATION activities but does not include any costs related to production, general corporate overhead or similar activities. Proceeds from the sale or other disposition of oil and gas properties are generally treated as a reduction in the capitalized costs of oil and gas properties, unless the impact of such a reduction would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country.

The Company categorizes its full cost pools as costs subject to amortization and costs not being amortized. The sum of net capitalized costs subject to amortization, including estimated future EXPLORATION and abandonment costs, are amortized using the unit-of-production method.

Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent costs of investments in unproved properties. The Company excludes these costs on a country-by-country basis until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed annually to determine if impairment has occurred. The amount of any impairment is transferred to the costs subject to amortization. The Company currently only owns unproved properties.

Election to Use Extended Transitional Period Under Jumpstart Our Business Startups Act (“JOBS Act”)

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Revenue Recognition

~~The~~Revenue ~~Company~~is ~~has~~derived ~~yet~~from tosales ~~realize~~of ~~revenues~~products ~~from~~to ~~operations~~distributors and consumers. Revenue is ~~still~~recognized in ~~the~~accordance ~~exploration~~with ~~stage~~Staff Accounting Bulletin (“SAB”) No. ~~The~~101, ~~Company~~“Revenue ~~will~~Recognition ~~recognize~~in ~~revenue~~Financial ~~when~~Statements,” ~~delivery~~as ofrevised ~~goods~~by orSAB ~~completion~~No. of104. ~~services~~As ~~has~~such, ~~occurred~~the ~~provided~~Company ~~there~~recognizes isrevenue when persuasive evidence of an ~~agreement~~arrangement exists, ~~acceptance~~title transfer has ~~been approved by its customers~~occurred, the ~~fee~~price is fixed or readily determinable, ~~based~~and oncollectability ~~the~~is ~~completion~~probable. ofSales ~~stated~~are ~~terms~~recorded ~~and~~net ~~conditions,~~of ~~and~~sales ~~collection~~discounts ofand ~~any~~terms ~~related~~are ~~receivable~~recorded isby ~~reasonably assured~~contract.

Accounts Receivable

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

Stock Based Compensation

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and

Note 2. Summary of Significant Accounting Policies (continued)

warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

Loss per Share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

Cash and Cash Equivalents

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

Organization Cost

The Company has a policy to expense organization and offering cost as incurred. To date for period June 11, 2014(inception) through June 30, 2015 the Company has incurred $10,080 in organization cost and offering cost.

Concentration of Credit Risk

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

Use of Estimates

~~Management~~The ~~uses~~preparation ~~estimates~~of ~~and~~financial ~~assumptions~~statements in ~~preparing~~conformity ~~these~~with ~~financial~~accounting ~~statements~~principles generally accepted in ~~accordance~~the ~~with~~United ~~generally~~States ~~accepted~~of ~~accounting~~America ~~principles.~~requires ~~Those~~management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~the~~and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Business segments

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of June 30, 2015.

Income Taxes

The Company accounts for its income taxes ~~in accordance with~~under ~~FASB Accounting~~the ~~Standards Codification (“~~provisions of ASC~~”) No.~~ Topic 740, “Income Taxes”. ~~Under~~” ~~this~~ The method, ~~deferred tax assets and liabilities are recognized~~ of accounting for ~~the future tax~~ ~~consequences attributable to differences between the financial statement~~income ~~carrying amounts~~taxes ofunder ~~existing~~ASC ~~assets~~740 ~~and liabilities and~~is ~~their respective~~an ~~tax~~asset ~~balances~~and liability method. The asset and

~~Net~~Note ~~Loss~~2. Summary ~~Per~~of ~~Share~~Significant Accounting Policies (continued)

~~Basic~~liability ~~loss~~method ~~per~~requires ~~share includes no dilution and is computed by dividing loss available to common stockholders by~~ the ~~weighted~~recognition ~~average number~~ of ~~common shares outstanding for the period.~~deferred ~~Dilutive~~tax ~~loss~~liabilities ~~per~~and ~~share~~assets ~~reflects~~ for the ~~potential dilution of~~ expected ~~securities~~future ~~that~~tax ~~could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.~~

~~Financial~~consequences ~~Instruments~~of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

~~Fair~~ Recent ~~value~~Accounting measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:Pronouncements

* LevelThe 1:Company ~~Quoted~~continually ~~prices~~assesses ~~(unadjusted)~~any ~~for~~new ~~identical~~accounting ~~assets~~pronouncements orto ~~liabilities~~determine intheir ~~active~~applicability ~~markets~~to the Company. A ~~quoted price~~Where init ~~an active market provides~~ is determined that a new accounting pronouncement affects the ~~most~~Company’s ~~reliable evidence~~ financial reporting, the Company undertakes a study to determine the consequence of ~~fair value~~the change to its financial statements and ~~must~~assures bethat ~~used~~there are proper controls in place to ~~measure fair~~ ~~value~~ascertain ~~whenever~~that ~~available~~the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

* LevelNote 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data3. Income Taxes

* LevelDeferred 3:income ~~Significant~~tax ~~unobservable~~assets ~~inputs~~and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that ~~reflect~~will aresult ~~reporting~~in ~~entity’s~~taxable ~~own~~or ~~assumptions~~deductible ~~about~~amounts in the ~~assumptions~~future ~~that~~based ~~market~~on ~~participants~~enacted ~~would~~tax ~~use~~laws and rates applicable to the periods in ~~pricing~~which anthe ~~asset~~differences orare ~~liability~~expected to affect taxable income. ~~For~~ ~~example,~~Valuation ~~level~~allowances 3are ~~inputs~~established ~~would~~when ~~relate~~necessary to ~~forecasts~~reduce ofdeferred ~~future~~tax ~~earnings~~assets ~~and~~to ~~cash~~the ~~flows~~amount ~~used~~expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in ~~a discounted future~~deferred ~~cash~~tax ~~flows~~assets ~~method~~and liabilities.

~~Share~~The ~~Based~~effective ~~Expenses~~tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

	6/30/2015


U.S statutory rate		34%
Less valuation allowance		-34%
Effective tax rate		0

~~Ceiling~~The ~~Test~~significant components of deferred tax assets and liabilities are as follows:

Under the full cost method of accounting, a ceiling test is performed each quarter for proved properties. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X. The ceiling test determines a limit, on a country-by-country basis, on the book value of oil and gas properties. The capitalized costs of proved oil and gas properties, net of accumulated depreciation, depletion, amortization and impairment (“DD&A”) and the related deferred income taxes, may not exceed the estimated future net cash flows from proved oil and gas reserves, calculated using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) with consideration of price change only to the extent provided by contractual arrangement, discounted at 10%, net of related tax effects. If capitalized costs exceed this limit, the excess is charged to expense and reflected as additional accumulated DD&A. The Company has no proved properties for the periods presented.

	6/30/2015
Deferred tax assets

Net operating losses	$	(17,236)

Deferred tax liability

Net deferred tax assets		(5,860)
Less valuation allowance		5,860

Deferred tax asset - net valuation allowance	$	0

~~Asset~~Note ~~Retirement~~3. Income ~~Obligations~~Taxes (Continued)

~~Asset~~On ~~retirement~~an ~~obligations~~interim ~~(“ARO”)~~basis, ~~represent~~ the ~~future~~Company ~~abandonment~~has ~~costs~~a ofnet ~~tangible~~operating ~~assets~~loss ~~such~~carryover asof ~~platforms,~~approximately ~~wells~~$17,236 ~~service~~available ~~assets,~~to ~~pipelines,~~offset ~~and~~future ~~other~~income ~~facilities. The fair value of a liability~~ for anincome ~~asset’s~~tax ~~retirement~~reporting ~~obligation~~purposes, iswhich ~~recorded~~will inexpire ~~the period~~ in ~~which~~various ityears isthrough ~~incurred~~2032, if anot ~~reasonable~~previously ~~estimate~~utilized. ~~of fair value can be made~~However, ~~and that~~ the ~~corresponding~~Company’s ~~cost~~ability ~~is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted~~ to ~~its~~use ~~then present value each period, and~~ the ~~capitalized~~carryover ~~cost~~net isoperating ~~depreciated~~loss ~~over~~may ~~the~~be ~~useful~~substantially ~~life~~limited ofor ~~the~~eliminated ~~related~~pursuant ~~asset. If the liability is settled for an amount other than the recorded amount, an adjustment is made~~ to ~~the~~Internal ~~full~~Revenue ~~cost~~Code ~~pool, with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves~~Section 382. The ~~ARO~~Company ~~assets,~~adopted ~~which are carried on~~ the ~~balance~~provisions ~~sheet as part~~ of ~~the~~ASC ~~full cost pool~~740-10-50, ~~will~~formerly beFIN ~~included~~48, inand ~~our~~“Accounting ~~amortization base~~ for ~~the~~Uncertainty ~~purposes~~in ofIncome ~~calculating depreciation, depletion and amortization expense~~Taxes”. ~~For~~The ~~the~~Company ~~purposes~~had ofno ~~calculating~~material ~~the~~unrecognized ~~ceiling~~income ~~test,~~tax ~~the~~assets ~~future~~or ~~cash~~liabilities ~~outflows~~as ~~associated with settling the ARO liability is included in the computation~~ of ~~the~~June ~~discounted~~30, ~~present value of estimated future net revenues~~2015.

~~Recently~~The ~~Issued~~Company’s ~~Accounting~~policy ~~Pronouncements~~regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period June 11, 2014(inception) through June 30, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

~~The~~Note ~~Company~~4. Related ~~does~~Party ~~not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.~~Transactions

~~Note~~Related 3Party –Stock ~~Going Concern~~Issuances:

AsThe ~~shown~~following in the accompanying financial statements, the Company has incurred losses from operations and has not generated any revenue and has not secured continuous funding for the operation of its oil and gas producing activities. These factors raise substantial doubt about the Companyfounders’s ~~ability~~stock toissuances ~~continue~~were asmade ~~a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable~~ to ~~continue~~officers ~~as a going concern. In addition to the offering~~ of ~~securities for sale to~~ the public, the Company currently is diligently searching for other short-term and long-term sources of liquidity for its producing operations. From our inception our accumulated losses have been a net loss of $.company:

~~Note~~On 4June –12, ~~Stockholder’s~~2014 ~~Equity~~the Company issued 200,000,000 shares of A & B stock to its founder Michael M Brown.

~~Class~~Note B5. Stockholders’ ~~Common Stock~~Equity

~~The~~Common ~~total number of Class B common shares authorized that may be issued by the Company is 2,990,000,000 shares with a par value of $0.000001 per share.~~Stock

~~During~~The ~~the~~Company ~~period~~is ~~December~~authorized 20to issue 2,000,000,000 ~~2013~~shares ~~(inception)~~of tocommon ~~February~~stock. ~~28,~~It ~~2015~~has ~~the~~authorized ~~Company~~10,000,000 ~~issued~~of anClass ~~aggregate~~“A” ofVoting ~~406~~stock and 1,~~340~~990,000,000 shares asof ~~follows:~~class “B” non-voting shares.

OnAs ~~12/21/13,~~of ~~200~~June 30,~~000,000~~ ~~shares~~2015 ~~were~~the ~~issued~~Company tohad ~~Joseph~~219,110,000 ~~LaCome as founder~~ shares ~~for~~issued ~~contributed~~and ~~capital~~outstanding.

OnNote ~~4/1/14, 300,000 shares were issued to Jeff Davis, in exchange for providing consulting services~~6. ~~The~~ Commitments ~~shares~~and ~~were issued based on the fair value of the services provided ($3,750).~~Contingencies

OnCommitments: 4/1/14, 40,000 shares were issued to Michael Brown, in exchange for providing consulting services in preparing the prospectus. The shares were issued based on the fair value of the services provided ($5,500).

~~On 4/15/14, 200,000,000 shares were issued to Patrick Maloy for the position of President, CFO and CEO.~~ The ~~shares~~Company ~~were~~currently ~~issued~~has ~~based~~no onlong ~~the~~term ~~fair~~commitments ~~value~~as of ~~the~~our ~~services~~balance ~~provided~~sheet ~~($120,000)~~date.

OnContingencies: ~~6/2/14, 6,000,000 shares were issued to the Alan Fudge Living Trust in exchange for its 49% working interest in the Jacks A/C and B lease valued at $57,590~~

OnNone ~~9/5/14,~~as ~~we issued 500,000 class B shares to Dorothy Scaringe for accepting the position~~ of ~~President,~~our ~~CEO,~~balance ~~PAO~~sheet ~~& CFO~~date. ~~The shares were issued based on the fair value of the services provided ($12,500).~~

~~Class~~Note A7 ~~Stock~~– Net Income(Loss) Per Share

The ~~total~~following ~~number~~table ofsets ~~Class~~forth Athe ~~shares~~information ~~authorized~~used ~~that~~to ~~may~~compute bebasic ~~issued~~and bydiluted ~~the~~net ~~Company~~income isper 10share attributable to McGregor Power Systems,~~000,000~~ ~~shares~~Inc. for ~~with~~the asix ~~par~~months ~~value~~ended ofJune ~~$0.000001~~30,2015 ~~per~~and ~~share.~~ June 30, 2014

Contributed Capital

	June 30, 2015

Net Income (Loss)	$	(17,219)

Weighted-average common shares outstanding basic:

Weighted-average common stock		219,110,000
Equivalents
Stock options		0
Warrants		0
Convertible Notes		0
Weighted-average common shares
outstanding- Diluted		219,110,000

OnNote ~~12/21/13~~8. Going Joseph LaCome contributed $609 of capital for filing and organization expenses and during the period 6/1/14 through 2/28/15 incurred an additional $600 in operating expenses for a total contributed capital of $1,209Concern

~~Note~~The 5accompanying –financial ~~Related~~statements ~~Party~~have ~~Transactions~~been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has incurred operating losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

OnNote ~~12/21/13, 200,000,000 shares were issued to Joseph LaCome as founder shares for contributed capital~~9. He Subsequent also contributed $609, used for filing fee and organization expenses. An additional $600 was contributed during the nine months ending 2/28/15 for operating expenses and establishment of bank account.Events

OnThe ~~4/15/14,~~Company ~~200,000,000~~is ~~shares~~currently ~~were~~in ~~issued to Patrick Maloy for~~ the ~~position~~process of ~~interim~~an ~~President,~~S-1 ~~CFO~~registration ~~and~~with ~~CEO. He~~an ~~later~~offering ~~stepped~~of ~~down~~$50,000,000 and ~~accepted~~expects ~~the~~this ~~position~~registration ofto ~~COO~~become oneffective ~~9/5/14. The~~at ~~value~~some ofpoint ~~the~~during ~~shares is $120,000 based on~~ the ~~fair~~current ~~market~~fiscal ~~value of services provided~~year.

On 9/5/14, we issued 500,000 class B shares to Dorothy Scaringe for accepting the position of President, CEO, PAO & CFO. The shares were issued based on the fair value of the services provided ($12,500).

Note 6 – Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Note 7 – Commitments And Contingencies

Litigation

The Company is not presently involved in any litigation.

Note 8 – Subsequent Events

None

F-5

ITEM 2.

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

This Management’s Discussion and Analysis includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “will,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Plan of Operation

We are ana ~~exploration-~~development stage ~~oil and gas~~ company. We ~~realized~~have ahad ~~profit~~no ofrevenue ~~$3,778~~since ~~from our oil and gas operation~~inception. The proceeds from our public offering will allow us to ~~repair~~continue ~~our~~to ~~current~~create ~~oil field~~prototypes, ~~which~~begin ismanufacturing ~~currently~~on ~~shut-in~~a mass scale, and ~~allow~~purchase usproperties tofor ~~pursue~~our ~~other potentially profitable ventures~~expansion. We have not fully implemented our business plan and will not do so until we complete our public offering. AnA ~~exploration~~development stage corporation is one ~~engaged~~that inis ~~the search for oil and gas reserves which are~~ not in ~~either the development or~~ production stage.

Our auditors have issued a going concern opinion. This means that 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 and no revenues are anticipated until we begin selling ~~oil~~our ~~and~~power ~~gas~~systems. ~~Accordingly, we must raise cash from sources other than the sale of oil and.~~ Our only other source for cash at this time is investments by our directors~~, and from our oil revenue~~. We must raise cash to implement our project and stay in business. Our success or failure will be determined by how quickly we can ~~repair~~obtain ~~our~~these ~~oil and gas field, which currently needs an injector well removed and replaced~~funds. The more money we raise, the more ~~oil and gas leases~~ we can ~~acquire~~use ~~and~~it ~~the~~to ~~more~~complete ~~drilling we can conduct. Because~~ our ~~injector~~development ~~well~~of on our ~~Jacks~~power ~~lease~~system isunits ~~broken,~~and ~~there~~begin ~~is not sufficient backpressure~~ to mass produce ~~enough oil to make it profitable, particularly with the current low oil prices~~them. ~~We still intend to seek out other leases in north Texas and Oklahoma.~~

WeIn ~~do not intend to interest other companies in~~ the ~~property~~event if we ~~find~~complete ~~oil~~our ~~and/or~~development ~~gas.~~program Weprior ~~intend~~ to ~~develop~~the ~~properties~~end ~~we acquire by ourselves. We do not intend to hire additional employees at this time. All~~ of ~~the~~one ~~work~~year, ~~on the property will be conduct by unaffiliated independent contractors that~~ we will ~~hire.~~still ~~The~~continue ~~independent~~to ~~contractors~~operate ~~will~~through becash ~~responsible~~infusions ~~for~~from ~~maintaining~~our ~~the~~founder ~~Jacks lease~~ and ~~will be used on an as-needed basis~~director.

In the event we complete our exploration program prior to the end of one year, and it is anticipated we will do so as reflected in the milestones that follow, if we find oil and/or gas, we will spend the balance of the year creating a program for development of the property. If we do not find additional oil and/or gas on our Jacks lease, we will attempt to locate a new property, raise additional money, and explore the new property.

Milestones

The following are our milestones:

1. 0-90 days obtain a permit from the RRC and replace our broken injector well. - Cost $30,000. Time of retention 0-90 days.

2. 90-270 days after completion of the offering. – Continue to raise capital from investors, and begin producing oil from our Jacks lease.

3. 270-365 days after completion of the offering. Expand or maintain operations at the Jacks lease, and obtain new properties and raise additional capital to explore the new property.

The cost of the subcontractors is included in cost of drilling. All funds for the foregoing activities will be obtained from this public offering.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We ~~are an exploration stage corporation and~~ have generated ~~limited~~no ~~revenues~~revenue from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the ~~exploration of the property~~production, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must ~~find~~manufacture ~~oil~~our ~~and/or~~power ~~gas~~systems in ~~paying~~commercially ~~quantities.~~viable amounts, and at a profit. We ~~are~~have ~~seeking~~no ~~equity~~assurance that future financing will be available to ~~provide~~us ~~for~~on ~~the~~acceptable ~~capital~~terms. ~~required~~If financing is not available on satisfactory terms, we may be unable to ~~drill~~continue, ~~one~~develop or ~~two~~expand ~~wells~~our operations. Equity financing could result in additional dilution to existing shareholders.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception ~~on August 21, 2012~~

WeSince ~~will~~inception, beour ~~drilling~~director ~~one~~has orpaid ~~two~~all ~~wells~~our onlegal ~~the~~and ~~property~~accounting ~~upon completion of our public offering~~expenses.

Since inception, Dorothy Scaringe, one of our officers and sole director has paid all our legal and accounting expenses. Net cash provided by Ms. Sytner from inception on August 21, 2012 to November 30, 2012 was $5,000. Of the monies advanced by Ms. Sytner will be repaid to her pursuant to a demand promissory note bearing interest at the rate of 8% per annum.

Liquidity and Capital Resources

To meet our need for cash we are attempting to raise money from our public offering. We will be able to maintain our SEC filings if we raise $25,000. IfBy weraising ~~raise an~~ additional ~~$30~~money,~~000,~~ we will be able to ~~repair~~continue refining our ~~injector well~~prototypes, ~~which may allow the company to be self-sustaining~~ and ~~cover~~purchase ~~our~~machinery ~~operating expenses~~ for atproduction ~~least~~of aour ~~year~~products. Whatever money we do raise, will be applied to the items set forth in the Use of Proceeds section of our prospectus. If weour ~~find~~manufacturing ~~more~~is ~~oil~~successful ~~and/or gas,~~ we will attempt to raise additional money through a subsequent private placement, public offering or through loans to ~~drill~~conduct ~~additional~~more ~~wells on the property. To do so~~development, weequipment ~~will have to find alternative sources~~purchase, ~~like~~and ~~a second public offering, a private placement of securities, or loans from our officers or others~~production.

At the present time, we have not made any arrangements to raise additional cash, other than through our public offering. If we need additional cash and can’t raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from our public offering, it will last a year. Other than as described in this paragraph, we have no other financing plans.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the CEO & PAO, ~~Mrs~~Mr. ~~Scaringe~~Brown, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the CEO has concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended 26/2830/15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. USE OF PROCEEDS.

On 18/~~72015~~6/2015, ~~2012,~~ our post-effective Form S-1 registration statement was declared effective by the SEC. ~~Our Post-effective S-1 registration statement No. 2 was declared effective on 4/2/15.~~ Under the terms of said registration statement, we may sell up to $50,000,000 ~~shares~~worth of our Class B stock at $1.00 per share. As of the date hereof, we have not sold any shares of common stock. There are no underwriters involved in our public offering.

ITEM 6. EXHIBITS.

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	S-1	93/1513/1415	3.1
3.2	Bylaws.	S-1	93/1513/1415	3.2
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
99.1	Subscription Agreement.	S-1	93/1413/15	99.1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on 47/2010/15.

~~DINOCO~~MCGREGOR POWER SYSTEMS, INC. BY: ~~DOROTHY~~MICHAEL ~~SCARINGE~~BROWN ~~Dorothy~~Michael ~~Scaringe~~Brown President, Chief Executive Officer, Principal Accounting Officer, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Patrick Maloy Patrick Maloy	COO	4/20/15

Signature

Title

Date

/s/ ~~Joseph~~Michael ~~LaCome~~Brown ~~Joseph~~Michael ~~LaCome~~Brown Director 47/2010/15

EXHIBIT INDEX

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	S-1	9/15/14	3.1
3.2	Bylaws.	S-1	9/15/14	3.2
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
99.1	Subscription Agreement.	S-1	9/14/15	99.1

Filing Compare · Dinoco Oil, Inc