UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2015
Commission file number 333-180164
American Oil & Gas Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 99-0372611
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6860 S. Yosemite Court, Suite 2000
Centennial, CO 80112
(303) 683-8218
(Address of Principal Executive Offices, Zip Code & Telephone Number)
Resident Agents of Nevada
711 S. Carson Street #4
Carson City, NV 89701
Telephone (775) 882-4641 Facsimile (775) 882-6818
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]
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 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a 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]
As of May 1, 2015, the registrant had 20,000,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 8
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Mine Safety Disclosures 13
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 14
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 8. Financial Statements and Supplementary Data 18
Item 9A. Controls and Procedures 28
Part III
Item 10. Directors and Executive Officers 30
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 32
Item 13. Certain Relationships and Related Transactions 33
Item 14. Principal Accounting Fees and Services 33
Part IV
Item 15. Exhibits 34
Signatures 35
2
PART I
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.
ITEM 1. BUSINESS
GENERAL INFORMATION
We are an exploration stage company with no limited revenues and a short
operating history. Our independent auditor has issued an audit opinion which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
We locate and lease existing wells for reactivation for the production of oil
and gas that we will then sell, through an operator, to oil and gas brokers and
gatherers. The gas sometimes may be sold directly to the public utility
companies.
Our focus for the current fiscal year will be on pursuing the acquisition of
leases and/or existing oil and gas wells which have potential for production.
EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT
AO&G qualifies as an "emerging growth company" as defined in the Jumpstart our
Business Startups Act (the "JOBS Act").
The JOBS Act creates a new category of issuers known as "emerging growth
companies." Emerging growth companies are those with annual gross revenues of
less than $1 billion (as indexed for inflation) during their most recently
completed fiscal year. The JOBS Act is intended to facilitate public offerings
by emerging growth companies by exempting them from several provisions of the
Securities Act of 1933 and its regulations. An emerging growth company will
retain that status until the earliest of:
* The first fiscal year after its annual revenues exceed $1 billion;
* The first fiscal year after the fifth anniversary of its IPO;
* The date on which the company has issued more than $1 billion in
non-convertible debt during the previous three-year period; and
* The first fiscal year in which the company has a public float of at
least $700 million.
FINANCIAL AND AUDIT REQUIREMENTS
Under the JOBS Act, emerging growth companies are subject to scaled financial
disclosure requirements. Pursuant to these scaled requirements, emerging growth
companies may:
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* Provide only two rather than three years of audited financial
statements in their IPO Registration Statement;
* Provide selected financial data only for periods no earlier than those
included in the IPO Registration Statement in all SEC filings, rather
than the five years of selected financial data normally required;
* Delay compliance with new or revised accounting standards until they
are made applicable to private companies; and
* Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley
Act, which requires companies to receive an outside auditor's
attestation regarding the issuer's internal controls.
OFFERING REQUIREMENTS
In addition, during the IPO offering process, emerging growth companies are
exempt from:
* Restrictions on analyst research prior to and immediately after the
IPO, even from an investment bank that is underwriting the IPO;
* Certain restrictions on communications to institutional investors
before filing the IPO registration statement; and
* The requirement initially to publicly file IPO Registration
Statements. Emerging growth companies can confidentially file draft
Registration Statements and any amendments with the SEC. Public
filings of the draft documents must be made at least 21 days prior to
commencement of the IPO "road show."
OTHER PUBLIC COMPANY REQUIREMENTS
Emerging growth companies are also exempt from other ongoing obligations of most
public companies, such as:
* The requirements under Section 14(i) of the Exchange Act and Section
953(b)(1) of the Dodd-Frank Act to disclose executive compensation
information on pay-for-performance and the ratio of CEO to median
employee compensation;
* Certain other executive compensation disclosure requirements, such as
the compensation discussion and analysis, under Item 402 of Regulation
S-K; and
* The requirements under Sections 14A(a) and (b) of the Exchange Act to
hold advisory votes on executive compensation and golden parachute
payments.
We received our initial funding of $10,000 through the sale of common stock to
Robert Gelfand, a former officer and director, who purchased 10,000,000 shares
of our common stock at $0.001 per share in January, 2012. On July 12, 2012, the
Company completed its registered offering raising $50,000 from the sale of
10,000,000 shares of common stock.
We have a total of 75,000,000 authorized common shares with a par value of
$0.001 per share with 20,000,000 common shares issued and outstanding as of
January 31, 2015.
CECIL BARLOW LEASE
On February 2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish,
Louisiana for $10,000. Subsequently, the Company has spent an additional $27,102
in upgrades to the well.
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On October 31, 2014 the Company sold the Cecil Barlow lease in Caddo Parish,
Louisiana for $36,000. The purchase price was to be paid with an initial deposit
of $6,000 minus outstanding taxes and invoices due to the operator. The balance
being paid over several installments of $6,000 every 6 months with a balloon
payment of $12,000 on the eighteenth month.
DISTRIBUTION METHODS
We plan to distribute oil and gas that we produce through oil and gas gathering
companies with the gas sometimes being sold directly to public utility
companies. The operator of the wells generally make the arrangements with the
gathering companies.
If we do find a gas well for lease the distribution agreements for gas generally
provide for the company to tap into the distribution line of a gas distribution
company, and we would be paid for our gas at the market price at the time of
delivery less any transportation charge from the gas transmission company. These
charges can range from 5% upward of the market value of the gas, depending on
the competition among transmission companies in the area of the wells.
COMPETITION
We operate in a highly competitive environment for acquiring properties,
modernizing existing wells and marketing oil and natural gas we may produce. The
majority of our competitors possess and employ financial, technical and
personnel resources substantially greater than ours, which can be particularly
important in the areas in which we plan to operate. Those companies may be able
to pay more for productive oil and natural gas properties and exploratory
prospects and to evaluate, bid for and purchase a greater number of properties
and prospects than our financial resources permit. Our ability to acquire
additional prospects and to find and develop reserves in the future will depend
on our ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment. Also, there is substantial
competition for capital available for investment in the oil and natural gas
industry.
Current competitive factors in the domestic oil and gas industry are unique. The
actual price range of crude oil is largely established by major international
producers. Pricing for natural gas is more regional; however, more favorable
prices can usually be negotiated for larger quantities of oil and/or gas
product. In this respect, while we believe we have a price disadvantage when
compared to larger producers, we view our primary pricing risk to be related to
a potential decline in international prices to a level which could render our
production uneconomical.
We will be committed to use the services of the existing gathering companies the
area of production. This potentially gives such gathering companies certain
short-term relative monopolistic powers to set gathering and transportation
costs, because obtaining the services of an alternative gathering company may
require substantial additional costs.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
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COMPLIANCE WITH GOVERNMENT REGULATION
REGULATION OF TRANSPORTATION OF OIL
Sales of crude oil, condensate and natural gas liquids are not currently
regulated and are made at negotiated prices. Nevertheless, Congress could
reenact price controls in the future.
Our sales of crude oil will be affected by the availability, terms and cost of
transportation. The transportation of oil in common carrier pipelines is also
subject to rate regulation. The Federal Energy Regulatory Commission, or the
FERC, regulates interstate oil pipeline transportation rates under the
Interstate Commerce Act. Intrastate oil pipeline transportation rates are
subject to regulation by state regulatory commissions. The basis for intrastate
oil pipeline regulation, and the degree of regulatory oversight and scrutiny
given to intrastate oil pipeline rates, varies from state to state.
Insofar as effective interstate and intrastate rates are equally applicable to
all comparable shippers, we believe that the regulation of oil transportation
rates will not affect our operations in any way that is of material difference
from those of our competitors. Further, interstate and intrastate common carrier
oil pipelines must provide service on a non-discriminatory basis. Under this
open access standard, common carriers must offer service to all shippers
requesting service on the same terms and under the same rates. When oil
pipelines operate at full capacity, access is governed by pro-rationing
provisions set forth in the pipelines' published tariffs. Accordingly, we
believe that access to oil pipeline transportation services generally will be
available to us to the same extent as to our competitors.
REGULATION OF TRANSPORTATION AND SALE OF NATURAL GAS
Historically, the transportation and sale for resale of natural gas in
interstate commerce have been regulated pursuant to the Natural Gas Act of 1938,
the Natural Gas Policy Act of 1978 and regulations issued under those Acts by
the FERC. In the past, the federal government has regulated the prices at which
natural gas could be sold. While sales by producers of natural gas can currently
be made at uncontrolled market prices, Congress could reenact price controls in
the future.
Since 1985, the FERC has endeavored to make natural gas transportation more
accessible to natural gas buyers and sellers on an open and non-discriminatory
basis. The FERC has stated that open access policies are necessary to improve
the competitive structure of the interstate natural gas pipeline industry and to
create a regulatory framework that will put natural gas sellers into more direct
contractual relations with natural gas buyers by, among other things, unbundling
the sale of natural gas from the sale of transportation and storage services.
Although the FERC's orders do not directly regulate natural gas producers, they
are intended to foster increased competition within all phases of the natural
gas industry.
Intrastate natural gas transportation is subject to regulation by state
regulatory agencies. The basis for intrastate regulation of natural gas
transportation and the degree of regulatory oversight and scrutiny given to
intrastate natural gas pipeline rates and services varies from state to state.
Insofar as such regulation within a particular state will generally affect all
intrastate natural gas shippers within the state on a comparable basis, we
believe that the regulation of similarly situated intrastate natural gas
transportation in any states in which we may eventually operate and ship natural
gas on an intrastate basis will not affect our operations in any way that is of
material difference from those of our competitors.
6
REGULATION OF PRODUCTION
The production of oil and natural gas is subject to regulation under a wide
range of local, state and federal statutes, rules, orders and regulations.
Federal, state and local statutes and regulations require permits for drilling
operations, drilling bonds and reports concerning operations. All states, in
which we may operate in the future, have regulations governing conservation
matters, including provisions for the unitization or pooling of oil and natural
gas properties, the establishment of maximum allowable rates of production from
oil and natural gas wells, the regulation of well spacing, and plugging and
abandonment of wells. The effect of these regulations is to limit the amount of
oil and natural gas that can be produced from wells and to limit the number of
wells or the locations, although companies can apply for exceptions to such
regulations or to have reductions in well spacing. Moreover, each state
generally imposes a production or severance tax with respect to the production
and sale of oil, natural gas and natural gas liquids within its jurisdiction.
The failure to comply with these rules and regulations can result in substantial
penalties. Our competitors in the oil and natural gas industry are subject to
the same regulatory requirements and restrictions that affect our operations.
SOURCE AND AVAILABILITY OF RAW MATERIALS
We have no significant raw materials. However, if we are successful in our plan
of operations we may make use of numerous oil field service companies.
MAJOR CUSTOMERS
If we are successful in our plan of operation, we will principally sell our oil
and natural gas production through our operator to marketers and other
purchasers that have access to nearby pipeline facilities. Generally, in areas
where there is no practical access to pipelines, oil is trucked to storage
facilities. We believe that the loss of any of these oil and gas purchasers
would not materially impact our business, because we could readily find other
purchasers for our oil and gas as produced.
PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS
We have no patents, trademarks, licenses, concessions, or labor contracts. We
will pay royalties to mineral owners and owners of overriding royalties on any
future oil and gas leases. These royalties usually are 25%. The leases are good
and royalties are owed as long as there is production on the property.
ENVIRONMENTAL COMPLIANCE AND RISKS
Oil and natural gas exploration, development and production operations are
subject to stringent federal, state and local laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental protection. Historically, most of the environmental regulation of
oil and gas production has been left to state regulatory boards or agencies in
those jurisdictions where there is significant gas and oil production, with
limited direct regulation by such federal agencies as the Environmental
Protection Agency. However, while we believe this generally to be the case for
our production activities in Louisiana, there are various regulations issued by
the Environmental Protection Agency ("EPA") and other governmental agencies that
would govern significant spills, blow-outs, or uncontrolled emissions.
7
At the federal level, among the more significant laws and regulations that may
affect our business and the oil and gas industry are: The Comprehensive
Environmental Response, Compensation and Liability Act of 1980, also known as
"CERCLA" or Superfund; the Oil Pollution Act of 1990; the Resource Conservation
and Recovery Act, also known as "RCRA"; the Clean Air Act; Federal Water
Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking
Water Act of 1974.
Compliance with these regulations may constitute a significant cost and effort
for us. No specific accounting for environmental compliance has been projected
by us at this time. We are not presently aware of any environmental demands,
claims, or adverse actions, litigation or administrative proceedings in which
our acquired property is involved or subject to, or arising out of any
predecessor operations.
In the event of a breach of environmental regulations, these environmental
regulatory agencies have a broad range of alternative or cumulative remedies
which include: ordering a clean-up of any spills or waste material and
restoration of the soil or water to conditions existing prior to the
environmental violation; fines; or enjoining further drilling, completion or
production activities. In certain egregious situations the agencies may also
pursue criminal remedies against us or our principal officer.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Shane Reeves. Mr. Reeves currently
devotes 8-10 hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
REPORTS TO SECURITY HOLDERS
We voluntarily make available an annual report including audited financials on
Form 10-K to security holders. We file the necessary reports with the SEC
pursuant to the Exchange Act, including but not limited to, reports on Form 8-K
as necessary, annual reports on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding the
Company and filed with the SEC at http://www.sec.gov.
ITEM 1A. RISK FACTORS
RISKS ASSOCIATED WITH OUR COMPANY
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
8
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.
We were incorporated in January 2012. We have no significant operating history
upon which an evaluation of our future success or failure can be made. Our net
loss was $91,852 from inception to January 31, 2015. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:
* our ability to locate a profitable oil & gas property
* our ability to generate revenues
* our ability to reduce operating costs
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
reactivation of oil & gas properties. As a result, we may not generate revenues
in the future. Failure to generate revenues may cause us to suspend or cease
activities.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
ACQUISITION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.
Because we are small and do not have much capital, we must limit our acquisition
activity. As such we may not be able to lease as many properties as we would
like. In that event, a profitable oil or gas reserve may go undiscovered.
Without producing wells we cannot generate revenues and you will lose your
investment.
WE WILL BE RELIANT UPON AN OUTSIDE OPERATOR TO REWORK THE WELLS AND MONITOR THE
DAY TO DAY OPERATION. IF THE OPERATOR FAILS TO CARRY OUT THE TERMS OF OUR
AGREEMENT OR WE LOSE THE SERVICES OF THE OPERATOR OUR BUSINESS MAY FAIL.
The re-working of any future wells and monthly maintenance of the wells once
production commences will be carried out by an independent operator. Failure to
live up to the terms of any operating agreement or an outright cancellation of
that agreement could have an adverse effect on production and future revenues,
consequently our operations, earnings and ultimate financial success may suffer
irreparable harm as a result.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 5 TO 10% OF HIS TIME OR APPROXIMATELY EIGHT TO TEN HOURS PER
WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN
PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Because our officer and director has other outside business activities and will
only be devoting 5 to 10% of his time or two to four hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to our officer and director. As a result our business plan may be
periodically interrupted or suspended.
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A PAST DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR COMPANY,
WHICH MEANS AS A MINORITY STOCKHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE.
A past officer and director owns 50% of our common stock. He has significant
influence in determining the outcome of all corporate transactions, including
the election of directors, approval of significant corporate transactions,
changes in control of the company or other matters that could affect your
ability to ever resell your shares. His interests may differ from the interests
of the other stockholders and thus result in corporate decisions that are
disadvantageous to other stockholders.
RISKS RELATING TO THE OIL AND NATURAL GAS INDUSTRY AND OUR BUSINESS
A SUBSTANTIAL OR EXTENDED DECLINE IN OIL AND NATURAL GAS PRICES MAY ADVERSELY
AFFECT OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS AND OUR
ABILITY TO MEET OUR CAPITAL EXPENDITURE OBLIGATIONS AND FINANCIAL COMMITMENTS.
The prices we may receive in the future for our oil and natural gas production
will heavily influence our revenue, profitability, access to capital and future
rate of growth. Oil and natural gas are commodities and, therefore, their prices
are subject to wide fluctuations in response to relatively minor changes in
supply and demand. Historically, the markets for oil and natural gas have been
volatile. These markets will likely continue to be volatile in the future. The
prices we may receive for any future production, and the levels of the
production, depend on numerous factors beyond our control. These factors
include, but are not limited to, the following:
* changes in global supply and demand for oil and natural gas;
* the actions of the Organization of Petroleum Exporting Countries, or
OPEC;
* the price and quantity of imports of foreign oil and natural gas;
* political conditions, including embargoes, in or affecting other
oil-producing activity;
* the level of global oil and natural gas exploration and production
activity;
* the level of global oil and natural gas inventories;
* weather conditions;
* technological advances affecting energy consumption; and
* the price and availability of alternative fuels.
Lower oil and natural gas prices may not only decrease any prospective revenues
on a per share basis but also may reduce the amount of oil and natural gas that
we may be able to produce economically. Lower prices will also negatively impact
the value of a proven reserve when and if we are able to find them. A
substantial or extended decline in oil or natural gas prices may materially and
adversely affect our future business, financial condition, results of
operations, liquidity or ability to finance planned capital expenditures.
PRODUCTION OF OIL AND NATURAL GAS ARE HIGH RISK ACTIVITIES WITH MANY
UNCERTAINTIES THAT COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS.
Our future success will depend on the success of exploitation, development and
production activities. Oil and natural gas production activities are subject to
numerous risks beyond our control, including the risk that an existing well will
not result in commercially viable oil or natural gas production. Our decisions
to lease, develop or otherwise exploit prospects or properties will depend in
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part on the evaluation of data obtained through geophysical and geological
analyses, production data and engineering studies, the results of which are
often inconclusive or subject to varying interpretations.
IF OUR ASSESSMENT OF ANY FUTURE LEASED PROPERTIES IS MATERIALLY INACCURATE, IT
COULD HAVE SIGNIFICANT IMPACT ON FUTURE OPERATIONS AND EARNINGS.
The successful acquisition of producing properties requires assessments of many
factors, which are inherently inexact and may be inaccurate, including the
following:
* the amount of recoverable reserves;
* future oil and natural gas prices;
* estimates of operating costs;
* estimates of future development costs;
* estimates of the costs and timing of plugging and abandonment; and
* potential environmental and other liabilities.
Our assessment will not reveal all existing or potential problems, nor will it
permit us to become familiar enough with the properties to assess fully their
capabilities and deficiencies.
IF OIL AND NATURAL GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITE-DOWNS
OF THE CARRYING VALUE OF OUR OIL AND NATURAL GAS PROPERTY, POTENTIALLY
NEGATIVELY IMPACTING THE TRADING VALUE OF OUR SECURITIES.
Accounting rules require that we review periodically the carrying value of our
oil and natural gas property for possible impairment. Based on specific market
factors and circumstances at the time of prospective impairment reviews, and the
continuing evaluation of development plans, production data, economics and other
factors, we may be required to write down the carrying value of our oil and
natural gas property. A write-down could constitute a non-cash charge to
earnings. It is likely the cumulative effect of a write-down could also
negatively impact the trading price of our securities.
RESERVE ESTIMATES DEPEND ON MANY ASSUMPTIONS THAT MAY TURN OUT TO BE INACCURATE.
ANY MATERIAL INACCURACIES IN THESE RESERVE ESTIMATES OR UNDERLYING ASSUMPTIONS
WILL MATERIALLY AFFECT THE QUANTITIES AND PRESENT VALUE OF OUR RESERVES.
The process of estimating oil and natural gas reserves is complex. It requires
interpretations of available technical data and many assumptions, including
assumptions relating to economic factors. Any significant inaccuracies in these
interpretations or assumptions could materially affect the estimated quantities
and present value of our reported reserves. The process also requires economic
assumptions about matters such as oil and natural gas prices, operating
expenses, capital expenditures, taxes and availability of funds. Therefore,
estimates of oil and natural gas reserves are inherently imprecise. All of these
factors would have a negative impact on earnings and net income, and most likely
the trading price of our securities.
WE MAY INCUR SUBSTANTIAL LOSSES AND BE SUBJECT TO SUBSTANTIAL LIABILITY CLAIMS
AS A RESULT OF OUR OIL AND NATURAL GAS OPERATIONS.
We do not currently have insurance for possible risks. Losses and liabilities
arising from uninsured events could materially and adversely affect our
business, financial condition or results of operations. The oil and natural gas
production activities will be subject to all of the operating risks associated
with the production of oil and natural gas, including the possibility of:
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* environmental hazards, such as uncontrollable flows of oil, natural
gas, brine, well fluids, toxic gas or other pollution into the
environment, including groundwater and shoreline contamination;
* abnormally pressured formations;
* mechanical difficulties;
* fires and explosions;
* personal injuries and death; and
* natural disasters.
Any of these risks could adversely affect our ability to conduct operations or
result in substantial losses to our company. We may elect not to obtain
insurance if we believe that the cost of available insurance is excessive
relative to the risks presented. In addition, pollution and environmental risks
generally are not fully insurable. If a significant accident or other event
occurs and is not fully covered by insurance, then it could adversely affect us.
OUR OPERATIONS MAY INCUR SUBSTANTIAL LIABILITIES TO COMPLY WITH THE
ENVIRONMENTAL LAWS AND REGULATIONS.
Oil and natural gas operations are subject to stringent federal, state and local
laws and regulations relating to the release or disposal of materials into the
environment or otherwise relating to environmental protection. These laws and
regulations may require the acquisition of a permit before production commences,
restrict the types, quantities and concentration of substances that can be
released into the environment in connection with production activities, limit or
prohibit activities on certain lands lying within wilderness, wetlands and other
protected areas, and impose substantial liabilities for pollution resulting from
our operations. Failure to comply with these laws and regulations may result in
the assessment of administrative, civil and criminal penalties, incurrence of
investigatory or remedial obligations or the imposition of injunctive relief.
Changes in environmental laws and regulations occur frequently, and any changes
that result in more stringent or costly waste handling, storage, transport,
disposal or cleanup requirements could require us to make significant
expenditures to maintain compliance, and may otherwise have a material adverse
effect on our results of operations, competitive position or financial condition
as well as the industry in general. Under these environmental laws and
regulations, we could be held strictly liable for the removal or remediation of
previously released materials or property contamination regardless of whether we
were responsible for the release or if our operations were standard in the
industry at the time they were performed.
UNLESS WE REPLACE OUR OIL AND NATURAL GAS RESERVES, OUR RESERVES AND PRODUCTION
WILL DECLINE, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOWS AND INCOME.
Unless we conduct successful development and exploitation activities or acquire
properties containing proved reserves, our proved reserves when we find them
will decline as those reserves are produced. Producing oil and natural gas
reservoirs generally are characterized by declining production rates that vary
depending upon reservoir characteristics and other factors. Our future oil and
natural gas reserves and production, and, therefore our cash flow and income,
are highly dependent on our success in efficiently developing and exploiting our
current reserves and economically finding or acquiring additional recoverable
reserves. If we are unable to develop, exploit, find or acquire additional
reserves to replace our current and future production, our cash flow and income
will decline as production declines, until our existing property would be
incapable of sustaining commercial production.
12
IF ACCESS TO MARKETS IS RESTRICTED, IT COULD NEGATIVELY IMPACT OUR PRODUCTION,
OUR INCOME AND ULTIMATELY OUR ABILITY TO RETAIN OUR LEASE AND ANY FUTURE LEASES.
Market conditions or the unavailability of satisfactory oil and natural gas
gathering arrangements may hinder access to oil and natural gas markets or delay
production. The availability of a ready market for our oil and natural gas
production depends on a number of factors, including the demand for and supply
of oil and natural gas and the proximity of reserves to pipelines and terminal
facilities. The ability to market production depends in substantial part on the
availability and capacity of gathering systems, pipelines and processing
facilities owned and operated by third parties. Our failure to obtain such
services on acceptable terms could materially harm our business.
COMPETITION IN THE OIL AND NATURAL GAS INDUSTRY IS INTENSE, WHICH MAY ADVERSELY
AFFECT OUR ABILITY TO COMPETE.
We will operate in a highly competitive environment. Our competitors possess and
employ financial, technical and personnel resources substantially greater than
ours, which can be particularly important in the areas in which we operate.
Those companies may be able to pay more for productive oil and natural gas
properties and exploratory prospects and to evaluate, bid for and purchase a
greater number of properties and prospects than our financial resources permit.
Our ability to acquire additional prospects and to find and develop reserves in
the future will depend on our ability to evaluate and select suitable properties
and to consummate transactions in a highly competitive environment. We may not
be able to compete successfully.
ITEM 2. PROPERTIES
We do not currently own any property. The Company is currently provided with
office space by our officer and director at no charge. The offices are located
at 6860 S. Yosemite Court, Suite 2000, Centennial, CO 80112. Management believes
the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.
ITEM 4. MINE SAFETY DISCLOSURES
None.
13
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of January 31, 2015, we had 20,000,000 shares of $0.0001 par value common
stock issued and outstanding held by 27 shareholders of record.
Our common stock is currently listed on the OTCBB under the symbol "AOIX". The
OTCBB is a regulated quotation service that displays real-time quotes, last sale
prices and volume information in over-the-counter (OTC) securities. The OTCBB is
not an issuer listing service, market or exchange. Although the OTCBB does not
have any listing requirements per se, to be eligible for quotation on the OTCBB,
issuers must remain current in their filings with the U.S. Securities and
Exchange Commission or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time.
There has been no active trading of our securities, and, therefore, no high and
low bid pricing. We have paid no cash dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
14
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
SECTION RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, FINRA's toll free telephone number and the central number of
the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.
15
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance there under.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during
the year ended January 31, 2015.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are an exploration stage company and have generated $3,918 in revenues since
inception (January 23, 2012) and have incurred $100,159 in expenses through
January 31, 2015. For the years ended January 31, 2015 and 2014 we incurred
$18,080 and $24,395, respectively, in operating and general and administrative
expenses, $14,615 and $14,227 in professional fees and recorded $2,993 and
$3,710 in depletion expenses.
The following table provides selected financial data about our company for the
years ended January 31, 2015 and 2014.
Balance Sheet Data: 1/31/15 1/31/14
------------------- ------- -------
Cash $ 540 $ 6,728
Total assets $ 15,254 $ 38,265
Total liabilities $ 47,105 $ 39,845
Shareholders' equity $(31,852) $ (1,580)
Cash provided by financing activities since inception through January 31, 2015
was $10,000 from the sale of 10,000,000 shares of common stock to a past officer
and director in January 2012 and $50,000 from the sale of 10,000,000 shares of
common stock to 27 individuals for cash in the amount of $0.005 per share on
July 12, 2012 pursuant to a Registration Statement on Form S-1.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at January 31, 2015 was $540 with $10,105 in accounts payable
and $37,000 in a loan payable to a related party. If we experience a shortage of
funds in the next twelve months we may utilize additional funds from our
director, who has agreed to advance funds for operations, however he has no
formal commitment, arrangement or legal obligation to advance or loan funds to
us.
PLAN OF OPERATION
Our current cash balance is $540. We do not believe our cash balance will be
sufficient to cover the expenses we will incur during the next twelve months. In
order to achieve our business plan goals, we must find another lease and will
need to realize revenue from oil & gas sales. We are an exploration stage
company and have generated $3,918 in revenue to date. We have sold $60,000 in
equity securities to pay for our start-up operations.
16
Our auditor has 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 generate sufficient revenues from oil & gas sales. There
is no assurance we will ever reach that point. In the meantime the continuation
of the Company is dependent upon the continued financial support from our
shareholders, our ability to obtain necessary equity financing to continue
operations and the attainment of profitable operations.
On February 2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish,
Louisiana for $10,000. Subsequently, the Company has spent an additional $27,102
in upgrades to the well.
On October 31, 2014 the Company sold the Cecil Barlow lease in Caddo Parish,
Louisiana for $36,000. The purchase price was to be paid with an initial deposit
of $6,000 minus outstanding taxes and invoices due to the operator. The balance
being paid over several installments of $6,000 every 6 months with a balloon
payment of $12,000 on the eighteenth month.
Our plan of operation for the next twelve months is to search for appropriate
oil and gas leases. In addition to the cost of any potential property lease, we
anticipate spending $10,000 on professional fees, including fees payable for
complying with reporting obligations, $5,000 in general administrative costs and
$1,125 in working capital. Total expenditures over the next 12 months are
therefore expected to be approximately $50,000.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
GOING CONCERN
Our auditor has 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 no revenues are anticipated until we begin extracting minerals, if they
are found. There is no assurance we will ever reach that point.
17
ITEM 8. FINANCIAL STATEMENTS
[AUDIT REPORT INSERTS HERE]
18
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
January 31, 2015 January 31, 2014
---------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ 540 $ 6,728
Note Receivable 6,000 --
-------- --------
TOTAL CURRENT ASSETS 6,540 6,728
Long Term Note Receivable 8,714 --
Oil and Gas Property (Successful Efforts Method) Unproven -- 37,102
Accumulated Depletion -- (5,565)
-------- --------
Total Oil and Gas Property -- 31,537
-------- --------
TOTAL ASSETS $ 15,254 $ 38,265
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 10,105 $ 14,845
Loan Payable - Related Party 37,000 25,000
-------- --------
TOTAL CURRENT LIABILITIES 47,105 39,845
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 20,000,000 shares issued and outstanding
as of January 31, 2015 and January 31, 2014 $ 20,000 $ 20,000
Additional Paid-In Capital 40,000 40,000
Deficit accumulated during exploration stage (91,852) (61,580)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (31,852) (1,580)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 15,254 $ 38,265
======== ========
See Notes to Financial Statements
19
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 23, 2012
(inception)
Year ended Year ended through
January 31, 2015 January 31, 2014 January 31, 2015
---------------- ---------------- ----------------
REVENUES
Oil and Gas $ 967 $ -- $ 3,918
------------ ------------ ------------
TOTAL REVENUES 967 -- 3,918
EXPENSES
Operating Expenses 12,222 7,212 22,197
General and Administration 5,858 17,183 31,622
Depletion 2,933 3,710 8,498
Professional Fees 14,615 14,227 37,841
------------ ------------ ------------
TOTAL EXPENSES 35,628 42,331 100,159
------------ ------------ ------------
NET ORDINARY INCOME (34,661) (42,331) (96,241)
OTHER INCOME
Other Income
Gain on Disposal of Asset 4,389 -- 4,389
------------ ------------ ------------
TOTAL OTHER INCOME 4,389 -- 4,389
------------ ------------ ------------
NET OTHER INCOME 4,389 -- 4,389
------------ ------------ ------------
NET INCOME (LOSS) $ (30,271) $ (42,331) $ (91,852)
============ ============ ============
NET LOSS PER BASIC AND DILITED SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 20,000,000 20,000,000
============ ============
See Notes to Financial Statements
20
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From January 23, 2012 (Inception) through January 31, 2015
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 23, 2012 -- $ -- $ -- $ -- $ --
Stock issued for cash on January 23, 2012
@ $0.001 per share 10,000,000 10,000 -- -- 10,000
Net loss, January 31, 2012 (565) (565)
---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2012 10,000,000 10,000 -- (565) 9,435
========== ========== ========== ========== ==========
Stock issued for cash on July 12, 2012
@ $0.005 per share 10,000,000 10,000 40,000 -- 50,000
Net loss, January 31, 2013 (18,684) (18,684)
---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2013 20,000,000 20,000 40,000 (19,249) 40,751
========== ========== ========== ========== ==========
Net loss, January 31, 2014 (42,331) (42,331)
---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2014 20,000,000 20,000 40,000 (61,580) (1,580)
========== ========== ========== ========== ==========
Net loss, January 31, 2015 (30,271) (30,271)
---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2015 20,000,000 $ 20,000 $ 40,000 $ (91,852) $ (31,852)
========== ========== ========== ========== ==========
See Notes to Financial Statements
21
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 23, 2012
(inception)
Year ended Year ended through
January 31, 2015 January 31, 2014 January 31, 2015
---------------- ---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(30,271) $(42,331) $(91,852)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Depletion (5,565) 3,710 --
Note Receivable (6,000) -- (6,000)
Accounts Receivable -- 187 --
Accounts Payable (4,740) 10,045 10,105
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (46,577) (28,389) (87,746)
CASH FLOWS FROM INVESTING ACTIVITIES
Oil and Gas Property 37,102 -- --
Long Term Note Receivable (8,714) -- (8,714)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 28,388 -- (8,714)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 12,000 25,000 37,000
Issuance of common stock -- -- 60,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 12,000 25,000 97,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (6,188) (3,389) 540
CASH AT BEGINNING OF PERIOD 6,728 10,117 --
-------- -------- --------
CASH AT END OF PERIOD $ 540 $ 6,728 $ 540
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
22
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2015
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
American Oil and Gas Inc. (the Company) was incorporated under the laws of the
State of Nevada on January 23, 2012. The Company was formed to engage in the
acquisition, exploration and development of oil and gas properties.
The Company is in the exploration stage. The Company currently does not operate
any properties. The Company has not commenced any exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
23
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2015
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
OIL AND GAS PROPERTIES
Oil and gas investments are accounted for by the successful efforts method of
accounting. Accordingly, the costs incurred to acquire property (proved and
unproved), all development costs, and successful exploratory costs are
capitalized, whereas the costs of unsuccessful exploratory wells are expensed.
Depletion of capitalized oil and gas well costs is provided using the units of
production method based on estimated proved developed oil and gas reserves of
the respective oil and gas properties.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
24
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2015
--------------------------------------------------------------------------------
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company has had limited operations during the period from January 23, 2012
(date of inception) to January 31, 2015 and generated a net loss of $91,852.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. The Company is currently in the exploration stage with no
operations and has minimal expenses, however, management believes that the
Company's current cash of $540 is insufficient to cover the expenses they will
incur during the next twelve months in a limited operations scenario or until it
raises additional funding.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. INVESTMENTS IN OIL AND GAS PROPERTIES
Cecil Barlow
On February 2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish,
Louisiana for $10,000. Subsequently, the Company has spent an additional $27,102
in upgrades to the well.
On October 31, 2014 the Company sold the Cecil Barlow lease in Caddo Parish,
Louisiana for $36,000. The purchase price was to be paid with an initial deposit
of $6,000 minus outstanding taxes and invoices due to the operator. The balance
being paid over several installments of $6,000 every 6 months with a balloon
payment of $12,000 on the eighteenth month.
NOTE 7. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in selecting between the Company and his other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
As of January 31, 2015, $37,000 is owed to Robert Gelfand, past President, from
funds loaned by him to the Company and is non-interest bearing with no specific
repayment terms.
25
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2015
--------------------------------------------------------------------------------
NOTE 8. INCOME TAXES
As of January 31, 2015
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 91,852
Tax rate 34%
--------
Gross deferred tax assets 31,230
Valuation allowance (31,230)
--------
Net deferred tax assets $ --
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 9. NET OPERATING LOSSES
As of January 31, 2015, the Company has a net operating loss carryforward of
approximately $91,852. Net operating loss carryforwards expire twenty years from
the date the loss was incurred.
NOTE 10. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On January 23, 2012, the Company issued a total of 10,000,000 shares of common
stock to its sole officer/director for cash in the amount of $0.001 per share
for a total of $10,000.
On July 12, 2012, the Company completed its registered offering raising $50,000
from the sale of 10,000,000 shares of common stock, par value $.001.
As of January 31, 2015 the Company had 20,000,000 shares of common stock issued
and outstanding.
26
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2015
--------------------------------------------------------------------------------
NOTE 11. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2015:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 20,000,000 shares
issued and outstanding.
NOTE 12. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after January 31,
2015 up through the date the Company issued these financial statements.
27
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of January 31, 2015, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
28
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended January 31,
2015 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
29
PART III
ITEM 10. DIRECTOR AND EXECUTIVE OFFICER
The name, age and title of our executive officer/director at January 31, 2015 is
as follows:
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
Shane Reeves 41 President, 10/27/14 1/31/16
6860 S. Yosemite Court Secretary,
Suite 2000 Treasurer,
Centennial, CO 80112 CFO, CEO &
Director
The foregoing person is a promoter of AO&G, as that term is defined in the rules
and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Shane Reeves currently devotes 8-10 hours per week to company matters, in the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
BACKGROUND INFORMATION
SHANE REEVES has held executive level positions in public and private oil and
gas companies in the United States and Colombia. He is the founder and president
of Outlaw Operating Ltd, a Colorado oil and gas operator. He is the founder and
president of Omni Capital Ltd. Omni Capital is a consulting firm to the natural
resources sector, raising debt and equity capital, locating distressed
opportunities, identifying exploration and developmental projects throughout
North and South America. Mr. Reeves is a co-founder and director of a private
company focused in Latin America with assets in the Lower Magdalena Basin of
Colombia. Mr. Reeves has been operating in the Republic of Colombia since 2008.
He was the former president of an ANH approved Colombian oil and gas operator
which was sold to a public oil and gas company.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and only one officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.
30
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Shane Reeves.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Shane 2014 0 0 0 0 0 0 0 0
Reeves,
President,
CFO & CEO
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Shane 0 0 0 0 0 0 0 0 0
Reeves,
CEO & CFO
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Shane Reeves, 0 0 0 0 0 0 0
Director
31
There are no current employment agreements between the company and its executive
officer.
Mr. Reeves currently devotes approximately 8-10 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
In January 2012 a past officer and director, Robert Gelfand, purchased
10,000,000 shares of our common stock at $0.001 per share. The terms of these
stock issuances were as fair to the company, in the opinion of the board of
directors, as could have been made with an unaffiliated third party.
As of January 31, 2015, $37,000 is owed to a past officer and director, Mr.
Gelfand, from funds loaned by him to the Company and is non-interest bearing
with no specific terms of repayment.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of January 31, 2013 of: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.
Amount and Nature Percentage of
Name and Address of Beneficial Common
Title of Class of Beneficial Owner Ownership Stock (1)
-------------- ------------------- --------- --------
Common Stock Robert Gelfand 10,000,000 50%
Suite 400-601 West Broadway Direct
Vancouver, BC V5Z 4C2
Common Stock Shane Reeves None 0%
6860 S. Yosemite Court
Centennial, CO 80112
Common Stock Officer/Director and Holders of More 10,000,000 50%
than 5% of Our Common Stock
----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
32
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding as of the date of this report.
As of the date of this report, there were 20,000,000 shares of our common
stock issued and outstanding, 10,000,000 shares being held by a past
officer and director.
FUTURE SALES BY EXISTING STOCKHOLDERS
As of January 31, 2015, a total of 10,000,000 shares have been issued to Robert
Gelfand, a past officer/director, and are restricted securities, as that term is
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Act. Under Rule 144, such shares can be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing six
months after their acquisition.
Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the
resale of securities "initially issued" by a shell company (other than a
business combination related shell company) or an issuer that has "at any time
previously" been a shell company (other than a business combination related
shell company). Consequently, the Rule 144 safe harbor is not available for the
resale of such securities unless and until all of the conditions in Rule
144(i)(2) are satisfied at the time of the proposed sale.
Any sale of shares held by the existing stockholder (after applicable
restrictions expire) may have a depressive effect on the price of our common
stock in any market that may develop, of which there can be no assurance. Mr.
Gelfand does not have any plans to sell his shares at this time.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 2012 Mr. Gelfand, a past officer and director, purchased 10,000,000
shares of our common stock at $0.001 per share. All of such shares are
"restricted" securities, as that term is defined by the Securities Act of 1933,
as amended. (See "Principal Stockholders".)
As of January 31, 2015 $37,000 is owed to Mr. Gelfand from funds loaned by him
to the Company and is non-interest bearing with no specific terms of repayment.
We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so prior to hiring
any additional employees.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the Company for audit services, including quarterly
reviews, were $10,400 for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended January 31,
2015.
The total fees charged to the Company for audit services, including quarterly
reviews, were $8,800 for audit-related services were $Nil, for tax services were
$Nil and for other services were $Nil during the year ended January 31, 2014.
33
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
101 Interactive Data Files pursuant to Regulation S-T
----------
* Included in our Registration Statement of Form S-1 under Commission File
Number 333-180164.
34
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
May 18, 2015 American Oil & Gas Inc.
/s/ Shane Reeves
---------------------------------------------------
By: Shane Reeves
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Director)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
May 18, 2015 American Oil & Gas Inc.
/s/ Shane Reeves
---------------------------------------------------
By: Shane Reeves
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Director)
35
Exhibit 31.1
CERTIFICATION
I, Shane Reeves, certify that:
1. I have reviewed this report on Form 10-K of American Oil & Gas Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 18, 2015
/s/ Shane Reeves
----------------------------------
Shane Reeves
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Shane Reeves, certify that:
1. I have reviewed this report on Form 10-K of American Oil & Gas Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 18, 2015
/s/ Shane Reeves
----------------------------------
Shane Reeves
Chief Financial Officer and
Principal Accounting Officer
Exhibit 32.1
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Annual Report on Form 10-K of American Oil & Gas Inc.
(the "Company") for the year ended January 31, 2015, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Shane
Reeves, as Chief Executive Officer of the Company, hereby certifies, pursuant to
18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: May 18, 2015 By: /s/ Shane Reeves
------------------------------------
Shane Reeves
Chief Executive Officer
This certification accompanies each Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18
of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Annual Report on Form 10-K of American Oil & Gas Inc.
(the "Company") for the year ended January 31, 2015, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Shane
Reeves, as Chief Financial Officer of the Company, hereby certifies, pursuant to
18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: May 18, 2015 By: /s/ Shane Reeves
------------------------------------
Shane Reeves
Chief Financial Officer
This certification accompanies each Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18
of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
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