Item 1. Business.
Our Business. United American Petroleum Corp., a Nevada corporation (the “Company”, “we”, “us,” or “our”), is engaged in the acquisition, exploration, development and production of oil and gas properties. Our principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Our primary focus is to develop our properties that have potential for near-term production. We also provide operational expertise for several third party well owners out of our operational base in Austin, Texas. We currently have proved reserves in the State of Texas.
Our Subsidiaries
United Operating, LLC. On January 13, 2011, we formed our wholly-owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating certain interests that we acquired. United Operating, LLC, has not undergone bankruptcy, receivership, or any similar proceeding.
UAP Management, LLC. On January 13, 2011, we formed our wholly-owned subsidiary, UAP Management, LLC, a Texas limited liability company, for the purpose of managing the Gabriel Interests in Bastrop County, Texas. UAP Management, LLC, has not undergone bankruptcy, receivership, or any similar proceeding.
Item 1A.
Item 1A. Risk Factors.
In addition to the other information in this filing, the following risk factors should be considered carefully in evaluating our business before purchasing any of our shares of common stock. A purchase of our common stock is speculative in nature and involves many risks. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his investment.
Risks Related to our Business:
We have a limited history operating in the oil and gas industry. As a result, it is difficult for potential investors to evaluate our business and prospects.
We entered the oil and gas business in December 2009. Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. Since our formation, we have generated only limited revenues. As an early stage company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a new business. Accordingly, our business and success faces risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.
We have a history of net losses which will continue and which may negatively impact our ability to achieve our business objectives.
For fiscal years 2013 and 2012, we had revenue of $736,613 and $551,295 and a net loss of $1,349,568 and $6,077,652, respectively. We cannot guarantee that our future operations will result in net income. We may not be able to operate profitability on a quarterly or annual basis in the future and we will likely continue to have net losses for the foreseeable future. If our revenues grow more slowly than we anticipate or our operating expenses exceed our expectations, our operating results will suffer.
We will need additional financing to execute our business plan.
The revenues from our current operations are not sufficient to support our operating costs and anticipated drilling programs. We will need substantial additional funds to:
● effectuate our business plan;
● fund the acquisition, exploration, development and production of oil and natural gas in the future;
● fund future drilling programs; and
● hire and retain key employees.
We may seek additional funds through public or private equity or debt financing, via strategic transactions, and/or from other sources. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel drilling programs, planned initiatives, or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.
Our auditors have expressed substantial doubt regarding our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues, or if we do not raise sufficient funds.
We will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. If we do not raise sufficient funds, we may not be able to continue in business. As a result, our auditors believe that substantial doubt exists about our ability to continue operations as a going concern.
Our exploration appraisal and development activities are subject to many risks which may affect our ability to profitably extract oil reserves or achieve targeted returns. In addition, continued growth requires that we acquire and successfully develop additional oil reserves.
Oil exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may negatively affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to negatively affect revenue and cash flow levels to varying degrees.
Our ability to successfully market and sell oil is subject to a number of factors that are beyond our control, and that may adversely impact our ability to produce and sell oil, or to achieve profitability.
The marketability and price of oil that may be acquired or discovered by us will be affected by numerous factors beyond our control. Our ability to market our oil may depend upon our ability to acquire space on pipelines that deliver oil to commercial markets. We may be affected by deliverability uncertainties related to the proximity of our reserves to pipelines and processing facilities, by operational problems with such pipelines and facilities, and by government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of oil and by many other aspects of the oil business.
Our revenues and future growth and the carrying value of our oil properties are substantially dependent on prevailing prices of oil. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon oil and natural gas prices. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil, market uncertainty and a variety of additional factors beyond our control. These factors include economic conditions, in the United States and Canada, the actions of the Organization of Petroleum Exporting Countries, governmental regulation, political stability in the Middle East and elsewhere, the foreign supply of oil, the price of foreign imports and the availability of alternative fuel sources. Any substantial and extended decline in the price of oil would have an adverse effect on our borrowing capacity, revenues, profitability and cash flows from operations.
Volatile oil prices make it difficult to estimate the value of producing properties for acquisition and often cause disruption in the market for oil producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.
Our reserve estimates are subject to numerous uncertainties and may be inaccurate.
We currently have proved reserves in Texas. We rely on independent third party petroleum engineering firms to calculate reserve estimates. There are numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and cash flows to be derived therefrom, including many factors beyond our control. In general, estimates of economically recoverable oil and gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of our products, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary from actual results. All such estimates are to some degree speculative, and classifications of reserves are only attempts to define the degree of speculation involved. For those reasons, estimates of the economically recoverable reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom prepared by different engineers, or by the same engineers at different times, may vary. Our actual production, revenues, taxes and development and operating expenditures with respect to our reserves will vary from estimates thereof and such variations could be material.
Estimates of proved or unproved reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves rather than actual production history. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history and production practices will result in variations in the estimated reserves and such variations could be material.
We cannot guarantee that title to our properties does not contain a defect that may materially affect our interest in those properties.
It is our practice in acquiring significant oil leases or interest in oil leases to retain lawyers to fully examine the title to the interest under the lease. In the case of minor acquisitions, we rely upon the judgment of oil lease brokers or landmen to examine records in the appropriate governmental office before attempting to place under lease a specific interest. We believe that this practice is widely followed in the oil industry. Nevertheless, there may be title defects which affect lands comprising a portion of our properties which may adversely affect us.
Our properties are held in the form of leases and working interests in operating agreements and leases. If the specific requirements of such licenses, leases and working interests are not met, the lease or working interest may terminate or expire.
All of our properties are held under interests in oil and gas leases and working interests in operating agreements and leases. If we fail to meet the specific requirements of each lease or working interest, especially future drilling and production requirements, the lease may be terminated or otherwise expire. We cannot be assured that we will be able to meet our obligations under each lease and working interest. The termination or expiration of our working interest relating to any lease would harm our business, financial condition and results of operations.
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring properties or leases.
The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial, and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations, and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Desirable acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases.
The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.
The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas, and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
Oil and gas operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated, causing an adverse effect on us.
Our operations are subject to regulation at the federal, state and local levels, including regulation relating to matters such as the exploration for and the development, production, marketing, pricing, transmission and storage of oil, as well as environmental and safety matters. Failure to comply with applicable regulations could result in fines or penalties being owed to third parties or governmental entities, the payment of which could negatively impact our financial condition or results of operations. Our operations are subject to significant laws and regulations, which may negatively affect our ability to conduct business or increase our costs. Extensive federal, state and local laws and regulations relating to health and environmental quality in the United States affect nearly all of our operations. These laws and regulations set various standards regulating various aspects of health and environmental quality, provide for penalties and other liabilities for the violation of these standards, and in some circumstances, establish obligations to remediate current and former facilities and off-site locations.
Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of the applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely impact our financial condition, results of operations or prospects. We could incur significant liability for damages, clean-up costs and/or penalties in the event of discharges into the environment, environmental damage caused by us or previous owners of our property or non-compliance with environmental laws or regulations. In addition to actions brought by governmental agencies, we could face actions brought by private parties or citizens groups.
Moreover, we cannot predict what legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered, enforced or made more stringent. Compliance with more stringent laws or regulations, or more vigorous enforcement policies of the regulatory agencies, could require us to make material expenditures for the installation and operation of systems and equipment for remedial measures, all of which could have a material adverse effect on our financial condition or results of operations.
Exploratory drilling involves many risks and we may become liable for pollution or other liabilities, which may have an adverse effect on our financial position.
Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or that we may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.
Our exploration and development activities will depend in part on the evaluation of data obtained through geophysical testing and geological analysis, as well as test drilling activity.
The results of geophysical testing and geological analysis are subjective, and we cannot guarantee that the exploration and development activities we conduct based on positive analysis will produce oil or gas in commercial quantities or costs. As we perform developmental and exploratory activities, further data required for evaluation of our oil and gas interests will become available. The exploration and development activities that will be undertaken by us are subject to greater risks than those associated with the acquisition and ownership of producing properties. The drilling of development wells, although generally consisting of drilling to reservoirs believed to be productive, may result in dry holes or a failure to produce oil or gas in commercial quantities. Moreover, any drilling of exploratory wells is subject to significant risk of dry holes.
Because we are small and have limited access to additional capital, we may have to limit our exploration activity, which may result in a loss of investment.
We have a small asset base and limited access to additional capital. Accordingly, we must limit our exploration activity. As such, we may not be able to complete an exploration program that is as thorough as our management would like. In that event, existing reserves may go undiscovered. Without finding reserves, we cannot generate revenues and investors may lose their investment.
Seasonal weather conditions and other factors could adversely affect our ability to conduct drilling activities.
Our operations could be adversely affected by seasonal weather conditions and wildlife restrictions on federal leases. In some areas, certain drilling and other oil and gas activities can only be conducted during limited times of the year, typically during the summer months. This would limit our ability to operate in these areas and could intensify competition during those times for drilling rigs, oil field equipment, services, supplies and qualified personnel, which may lead to periodic shortages. These constraints and the resulting shortages or high costs could delay our operations and materially increase our operating and capital costs, which could have a material adverse effect upon us and our results of operations.
We depend on the services of third parties for material aspects of our operations, including drilling operators, and accordingly if we cannot obtain certain third party services, we may not be able to operate.
We rely on third parties to operate some of the assets in which we possess an interest. The success of our oil operations, whether considered on the basis of drilling operations or production operations, will depend largely on whether the operator of the property properly fulfills our obligations. As a result, our ability to exercise influence over the operation of these assets or their associated costs may be limited. Our performance will therefore depend upon a number of factors that may be outside of our full control, including the timing and amount of capital expenditures, the operator’s expertise and financial resources, the approval of other participants, the selection of technology, and risk management practices. The failure of third party operators and their contractors to perform their services in a proper manner could adversely affect our operations.
We will need additional financing to continue and grow our operations, which financing may not be available on acceptable terms or at all.
We will need to raise additional funds to fund our operations or grow our business. Additional financing may not be available on terms or at times favorable to us, or at all. If adequate funds are not available when required or on acceptable terms, we may be unable to continue and grow our operations. In addition, such additional financing transactions, if successful, may result in additional dilution of our stockholders. They may also result in the issuance of securities with rights, preferences, and other characteristics superior to those of the common stock and, in the case of debt or preferred stock financings, may subject us to covenants that restrict our ability to operate our business freely.
The loss or unavailability of our key personnel for an extended period of time could adversely affect our business operations and prospects.
Our success depends in large measure on certain key personnel, including Michael Carey, our President and Chief Executive Officer and Ryan Hudson, our Secretary and Chief Operating Officer. The loss of the services of Mr. Carey and/or Mr. Hudson could significantly hinder our operations. The competition for qualified personnel in the oil industry is intense and there can be no assurance that we will be able to continue to attract and retain all personnel necessary for the development and operation of our business.
The costs and effects of litigation, investigations, or similar matters could adversely affect our financial position and result of operations.
We may be involved from time to time in a variety of litigation, investigations, or similar matters arising out of our business. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. If the ultimate judgments or settlements in any litigation or investigation significantly exceed insurance coverage, they could adversely affect our financial position and results of operations. In addition, we may be unable to obtain appropriate types or levels of insurance in the future.
We are subject to the reporting requirements of federal securities laws, which will be expensive.
We are a public reporting company in the U.S. and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission (“SEC” or “Commission”) and furnishing audited reports to stockholders will cause our expenses to be higher than they would be if we remained a privately held company.
Failure to maintain the adequacy of our internal controls could impair our ability to provide accurate financial statements and comply with the requirements of the Sarbanes-Oxley Act, which could cause our stock price to decrease substantially.
We have committed limited personnel and resources to the development of the external reporting and compliance obligations that are required of a public company. If our financial and managerial controls, reporting systems, or procedures fail, we may not be able to provide accurate financial statements on a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us.
Risks Related to Our Common Stock
The exercise of outstanding warrants may cause immediate and substantial dilution to our existing stockholders.
If the price per share of our common stock at the time of conversion of our convertible promissory notes, and exercise of any warrants, options, or any other convertible securities is in excess of the various conversion or exercise prices of these convertible securities, conversion or exercise of these convertible securities would have a dilutive effect on our common stock. As of December 31, 2013, we had warrants to purchase up to 2,800,000 shares of our common stock at an exercise price of $1.00 per share. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our common stock and which result in additional dilution of the existing ownership interests of our common stockholders.
Our common shares are thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares or otherwise desire to liquidate such shares.
We cannot predict the extent to which an active public market for our common stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share
price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
The market price for our common stock may be particularly volatile given our status as a relatively small company with a thinly traded “float” and lack of significant revenues that could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.
Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through pre-arranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.
The issuance of common stock upon conversion of the Convertible Notes will cause immediate and substantial dilution.
The issuance of common stock upon conversion of the Convertible Notes (defined and described below under “Liquidity and Capital Resources”) will result in immediate and substantial dilution to the interests of other stockholders since the holders of the Convertible Notes may ultimately receive and sell the full amount of shares issuable in connection with the conversion of such Convertible Notes. Although the Convertible Notes may not be converted if such conversion would cause the holder thereof to own more than 4.99% of our outstanding common stock, this restriction does not prevent the holders of the Convertible Notes from converting some of their holdings, selling those shares, and then converting the rest of their holdings, while still staying below the 4.99% limit. In this way, the holders of the Convertible Notes could sell more than this limit while never actually holding more shares than this limit allows. If the holders of the Convertible Notes choose to do this, it will cause substantial dilution to the then holders of our common stock.
The continuously adjustable conversion price feature of our Convertible Notes could require us to issue a substantially greater number of shares, which may adversely affect the market price of our common stock and cause dilution to our existing stockholders.
Our existing stockholders will experience substantial dilution of their investment upon conversion of the Convertible Notes. The Convertible Notes are convertible into shares of common stock at a conversion price equal to (a) the lesser of $0.11 per share or 60% of the lowest trading price of the Company’s common stock in the 25 days prior to any conversion (subject to certain adjustments), and (b) the greater of (i) 60% of the average of the five lowest trading prices of the Company’s common stock during the ten trading days prior to such conversion date; and (ii) $0.00005 per share, respectively. As a result, the number of shares issuable could prove to be significantly greater in the event of a decrease in the trading price of our common stock, which decrease would cause substantial dilution to our existing stockholders. As sequential conversions and sales take place, the price of our common stock may decline, and if so, the holders of the Convertible Notes would be entitled to receive an increasing number of shares, which could then be sold, triggering further price declines and conversions for even larger numbers of shares, which would cause additional dilution to our existing stockholders and would likely cause the value of our common stock to decline.
The continuously adjustable conversion price feature of our Convertible Notes may encourage the holder of the Convertible Notes to sell short our common stock, which could have a depressive effect on the price of our common stock.
The Convertible Notes are convertible into shares of our common stock at a discount to the trading price of our common stock as discussed above. The significant downward pressure on the price of our common stock as the holders of the Convertible Notes convert and sell material amounts of our common stock could encourage investors to sell short our common stock. This could place further downward pressure on the price of our common stock. In
addition, not only the sale of shares issued upon conversion of the Convertible Notes, but also the mere perception that these sales could occur, may adversely affect the market price of our common stock.
Volatility in our common stock price may subject us to securities litigation.
The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
We do not anticipate paying any cash dividends.
We presently do not anticipate that we will pay any dividends on any of our capital stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.
Because we may be subject to the “penny stock” rules, the level of trading activity in our stock may be reduced which may make it difficult for investors to sell their shares.
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
We will need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our stockholders.
We believe that our current cash and cash equivalents and anticipated cash flow from operations will not be sufficient to meet our anticipated cash needs for the near future. We will require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we will seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
The Company has established preferred stock which can be designated by the Company’s directors without shareholder approval and has established Series B Preferred Stock, which gives the holders majority voting power over the Company.
The Company has 10,000,000 shares of preferred stock authorized and 1,000 shares of Series B Preferred Stock designated. As of the filing date of this report, the Company has 1,000 Series B Preferred Stock shares issued and
outstanding, which shares are held by Michael Carey, the Company’s Chief Executive Officer, President and Director (500 shares), and Ryan Hudson, the Company’s Chief Operating Officer, Secretary and Director (500 shares). The Series B Preferred Stock have no dividend rights, no liquidation preference, no redemption rights and no conversion rights. The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to, at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). Additionally, we are not allowed to adopt any amendments to our Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series B Preferred Stock, or effect any reclassification of the Series B Preferred Stock, without the affirmative vote of at least 66 2/3% of the outstanding shares of the Series B Preferred Stock.
Our Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of our shares of common stock.
Our articles of incorporation allow us to issue 10,000,000 shares of preferred stock without any vote or further action by our stockholders. Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable to smaller reporting companies.
Item 2.
Item 2. Properties.
Our Facilities. As of December 31, 2013, we maintain our corporate offices for approximately $200 per month on a month to month basis. We also maintain our operational offices of approximately 1,600 square feet for $1,500 per month on a month to month basis. We believe our current office space and facilities are sufficient to meet our current and future needs.
Our Properties. We own interests in the following oil and gas properties in Texas:
The Marcee 1 Interest. We own a 100% working interest and operating interest in the Marcee 1 Tract, which is located in the Eagle Ford Shale formation on approximately 112 acres of land in Gonzalez County, Texas (“Marcee 1 Tract”). We currently have one non-producing well and enough space to further offset wells if it is determined they will be profitable.
The Eagle Ford Shale formation in South Texas runs from the US-Mexico border north of Laredo in a narrow band extending northeast for several hundred miles to just north of Houston. It is located directly below the Austin Chalk. The average thickness of the Eagle Ford Shale is about 475 feet. The formation produces both natural gas and oil, but we believe the oil-producing and gas condensate areas are most attractive at this time.
The Lozano Interest. We own a 100% working interest and operating interest in the Hector Lozano Tract, which is located on approximately 110 acres, located in Frio County, Texas (“Lozano Tract”). The Lozano Tract is a producing asset with three wells with proven reserves. The production from the Lozano wells is mature and we believe the wells are likely to continue to produce with slow decline for the foreseeable future. All three wells produced an average of 3.5 barrels of oil per day during 2013. Historically these wells have produced a total of 5-12 barrels of oil per day.
The Lozano Tractlies in the Western Gulf province, an area that covers 116,599 sq. mi., allowing extensive data on several hundred thousand oil and gas wells. So far, 2,518 significant oil and gas fields comprising 3,883 reservoirs have been discovered in the region.
For the past 20 years, the oil industry has had huge success in the county due to oil-extraction technology that permits horizontal drilling extending the primary producing formations such as the Olmos B and Olmos D sands, which range in depth from 3,100 feet to 3,600 feet. The Austin Chalk, Navarro and Anacacho formations are also abundant in the area.
Nearby the Lozano Tract, the untapped reserves in the region have been demonstrated by the Kinder Morgan-operated Yates Oil Field, which has yielded over 1.4 billion barrels and is expected to produce a further 1 billion barrels. Also nearby are the plays of the Bigfoot (6miles) and Pearsall fields.
The Western Gulf Province is divided into 48 hydrocarbon plays; 3 plays in the Jurassic, 15 in Cretaceous and 30 plays in Tertiary rocks. All but 3 plays are conventional. The Austin Mid-Dip Oil play was removed from the conventional list and divided into 3 plays (4747, 4748 and 4749) and the oil was assessed as an unconventional resource.
The Welder Interest. We own a 59.61% working interest in the Welder Tract, which is located on approximately 550 acres, located in Duval County, Texas. The Welder Tract has 43 wells. The Welder Tract wells are currently producing an average of 8 barrels per day. We sold part of the Welder Tract in February 2014, after the period covered by this report.
The Walker Smith Interests. We own a 10.43% working interest in the Walker Smith and Walker Smith #21D tracts and a 40.39% working interest in the Walker Smith #22D Tract (hereinafter all three tracts will be referred to as “Walker Smith Interests”) , which are located on approximately 275 acres, located in Wilbarger County, Texas. The Walker Smith wells did not produce economically significant quantities during 2013.
The Merrick Davis Interests. We own a 62.22% working interest in the Merrick Davis #16 and Merrick Davis #17 tracts and a 19.72% working interest in the Merrick Davis tract (hereinafter all three tracts will be referred to as “Merrick Davis Interests”), which are located on approximately 320 acres, located in Shackelford County, Texas. The Merrick Davis Interests has six wells producing an average of 0.6 barrels per day.
The Crouch Interest. We own a 7.00% working interest in the Crouch tract, which is located on approximately 325 acres, located in Erath County, Texas. It has 1 well. The well is not currently producing.
The Lane Heady Interest. We own a 26.52% working interest in the Lane Heady tract, which is located on approximately 557 acres, located in Erath County, Texas. It has 1 non-producing well.
The Bailey, Rogers and Fohn Interests. We own a 65.00% working interest in the Baily, Rogers and Fahn tracts (the “BRF Interests”), which are located on approximately 1000 acres, located in Medina County, Texas. The wells are currently producing an average of 2.3 barrels per day.
The Gabriel and Rosser Interests. On January 28, 2011, we acquired certain oil and gas interests located in Bastrop County, Texas, (“Gabriel Interests”) from Gabriel Rosser, LP (“Gabriel”). The Gabriel Interests include Gabriel’s undivided 50.83% working interest and 39.14% revenue interest in the Gabriel 3, 4, 5, 9, 15, Rosser #2 and #4 and Koi #1 wells. At the time of our acquisition of the Gabriel Interests, all wells were not producing. The Gabriel Interests comprise over 400 acres, with approximately 10 wells that were shut in. As of the date of this report, the Company has performed workover procedures on certain wells in the Gabriel Interests; however, the workover was not successful and there is only marginal production.
The McKenzie State Well Interests. On November 30, 2011, we acquired one hundred percent (100%) of the working interest in the McKenzie State Well No. 1, located in Pecos County, Texas from McKenzie Oil Corp. (“McKenzie”) in exchange for an aggregate cash sum of $550,000 and 50,000 shares of our common stock. The Company has performed workover procedures on certain wells in the McKenzie and production has commenced on one well, which is currently producing an average total of 3.4 barrels per day. In addition to the production from this current zone, several additional horizons (which are productive in the area) have been identified in the McKenzie well, which could be tested and potentially produced in the future.
The McKinney Interests. We own a 7.04% working interest in the McKinney #3B, #5B, #6B and #11B tracts and a 5.40% working interest in the McKinney #4B tract (hereinafter all tracts will be referred to as the “McKinney Interests”). Each tract has one wellbore and our working interest is for the wellbores on each tract. The wellbores are located in Navarro County, Texas. These wells are currently producing an average total of 0.25 barrels per day.
The RP Wilson Interest. We own a 33.33% working interest in the RP Wilson Tract, which is located on approximately 220 acres, located in Erath County, Texas. It does not currently have any producing wells.
Company Reserve Estimates. Our proved reserve information as of December 31, 2013 was estimated by Mire and Associates, Inc. (“Mire”), independent petroleum engineers. Our proved reserve information as of December 31, 2012 was also estimated by Mire. In accordance with SEC guidelines contained in Item 1202(a)(8) of SEC Regulation S-K and Mire’s estimates of future net revenues from our properties, the PV-10 and standardized measure thereof were determined to be economically producible under existing economic conditions. These guidelines require the use of the 12-month average price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the period January 1, 2013 through December 31, 2013, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations.
The technical persons at Mire are responsible for preparing the reserves estimates presented herein and ensuring that it meets the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.
Mire is an independent petroleum engineering firm specializing in the technical and financial evaluation of oil and gas assets. Mire’s report was prepared under the direction of Kurt Mire, principle consultant and owner of Mire. Mr. Mire earned a B.S. degree in Petroleum Engineering from the University of Louisiana at Lafayette and has more than 25 years of experience in production engineering, field operations and management, reservoir engineering, acquisitions and divestments. Mire and its employees have no interest in our Company or in our properties, were not employed by our Company on a contingent fee basis and were objective in determining our reserves.
Additional information regarding our oil and gas properties and reserve information can be found in Note 14 to the audited financial statements for the years ended December 31, 2013 and 2012, attached hereto.
Our Acreage and Wells. We own mineral interests leases on the following productive wells, developed acreage and undeveloped acreage in Texas. Other properties outside of Texas have been excluded from this table. Productive wells are producing wells and wells mechanically capable of production. A gross well is a well in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned. The number of net wells is the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof. Wells with multiple completions are counted as one well in the table below.
Production. For the year ended December 31, 2013, we had production from our Lozano, Marcee, McKinney, and Gabriel Rosser leases located in nine Texas counties: Bastrop, Duval, Erath, Frio, Gonzalez, Medina, Navarro, Pecos and Shackleford. The Company produced approximately 7,123 barrels and 0 Mcf on a net basis.
For the year ended December 31, 2012, we had production from our Lozano, Marcee, McKinney and Patriot leases located in six Texas counties: Erath, Gonzalez, Medina, Navarro, Shackleford and Wilbarger. The Company produced approximately 5,823 barrels and 234 Mcf on a net basis.
Drilling Activity. During 2012, the Company performed drilling and completion procedures on the McKenzie, Marcee and Gabriel Rosser properties, costing respectively, $27,225, $44,792 and $177,000. No drilling was performed during the year ended December 31, 2013.
Delivery Commitments. We are not obligated to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements in Texas.
Item 3.
Item 3. Legal Proceedings.
A case was filed by Nottus Energy, as plaintiff, against Slate Holdings, Inc., Quality Architectural Element, Inc., United American Petroleum Corp. and Carlos Sandoval, as defendants. This case is for termination of a portion of an oil and gas lease operated by Slate Holdings, in which we own a working interest. The plaintiff was granted a final judgment in this case on July 3, 2013 and awarded damages of $93,525.94. A settlement offer has been submitted to all of the defendants by plaintiff and we have agreed to accept the offer, but it is dependent on the other working interest owners accepting it as well.
On our financial statements for the year ended December 31, 2013 we have recorded the total $93,525.94 final judgment as a legal loss accrual, due to our belief that a payout of this amount is probable.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information. Our common stock, par value $.001, is quoted on the OTC Bulletin Board and OTCQB under the symbol “UAPC”. For the periods indicated, the following table sets forth the high and low bid prices per share of our common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
Reports to Security Holders. We are a reporting company with the SEC. The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-
0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.
Holders. On April 11, 2014, we had approximately 97,418,383 shares of common stock issued and outstanding held by 28 stockholders of record. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
Dividends. We currently anticipate that we will not declare or pay cash dividends on our common stock in the foreseeable future. We will pay dividends on our common stock only if and when declared by our Board of Directors. Our Board of Directors’ ability to declare a dividend is subject to restrictions imposed by Nevada law. In determining whether to declare dividends, the Board of Directors will consider these restrictions as well as our financial condition, results of operations, working capital requirements, future prospects and other factors it considers relevant.
On September 13, 2013, the Company’s Board of Directors approved the Company’s 2013 Stock Plan for Officers, Directors, and Consultants (the “2013 Plan”). The 2013 Plan provided for the issuance of a total of up to 2,000,000 shares of common stock, options, restricted share units, share appreciation rights and other share based awards to acquire common stock to employees, directors and consultants. No options were issued under the 2013 Plan during the year ended December 31, 2013.
Recent Sales of Unregistered Securities.
On (a) January 31, 2013, the Company sold a Note to JMJ Financial in the initial amount of $50,000; and (b) February 19, 2013, the Company sold a $103,500 Convertible Note to Asher Enterprises, Inc. (“Asher”), each in transactions exempt from registration as provided by Section 4(a)(2) and Rule 506 of Regulation D of the Securities Act. JMJ Financial and Asher are “accredited investors,” as such term is defined in Rule 501(a) of Regulation D of the Securities Act. The sale of the Note and Convertible Note did not involve a public offering and were made without general solicitation or general advertising. JMJ and Asher acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
During 2013, we issued the following shares to JMJ Financial pursuant to conversion requests under its Note:
During 2013, we issued the following shares to Asher pursuant to conversion requests under its Convertible Note:
The sale of the Note and Convertible Note did not involve a public offering and were made without general solicitation or general advertising. JMJ and Asher acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Neither the Note nor the Convertible Note or the underlying shares of common stock issuable upon the conversion thereof have been registered under the Securities Act.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This Annual Report of United American Petroleum Corp. on Form 10-K contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends”, “objectives” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are
impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.
Oil and Gas Properties
The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.
Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.
For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.
Share-Based Compensation
The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”). This requires the measurement and recognition of
compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
As of December 31, 2013, there were no outstanding employee stock options.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
Overview. United American Petroleum Corp. (“we” or the “Company”), formerly Forgehouse, Inc., was incorporated in the State of Nevada on November 19, 2004. On December 31, 2010, we entered into and closed an Agreement and Plan of Merger (“Merger Agreement”) with our then newly formed wholly-owned subsidiary, United PC Acquisition Corp., a Nevada corporation (“Merger Sub”), and United American Petroleum Corp., a Nevada Corporation (“United”) (the “Merger Transaction”), pursuant to which Merger Sub merged with and into United with United surviving, making United our wholly-owned subsidiary. Immediately thereafter and pursuant to the Merger Agreement, United merged with and into the Company, with the Company surviving and we changed our name to “United American Petroleum Corp.” In connection with the Merger Transaction, we assumed all of United’s contractual obligations and acquired certain oil and gas properties of United located in Texas. The Merger Transaction was deemed to be a reverse acquisition, where the Company (the legal acquirer) is considered the accounting acquiree and United (the legal acquiree) is considered the accounting acquirer. The Company is deemed a continuation of the business of United, and the historical financial statements of United became the historical financial statements of the Company.
Recent Events
Our Business. We are engaged in the acquisition, exploration, development and production of oil and gas properties. Our principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Our primary focus is to develop our properties that have potential for near-term production. We also provide operational expertise for several third-party well owners out of our operation base in Austin, Texas. We currently have proved reserves in the State of Texas.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended December 31, 2013, together with notes thereto, which are included in this Annual Report.
Results of operations for the twelve months ended December 31, 2013, as compared to the twelve months ended December 31, 2012.
Revenues. We had total revenues of $736,613 for the twelve months ended December 31, 2013, which were generated from oil and gas sales of $704,704 and administrative revenue of $31,909. This was a $185,318 increase from total revenues of $551,295 for the twelve months ended December 31, 2012, which were generated from oil and gas sales of $512,088 and administrative revenue of $39,207. Our oil and gas revenues increased $192,616, a 38% increase from the year before.
Our administrative revenues, as presented within this report for the years ended December 2013 and 2012, are administrative fees charged through United Operating, LLC, our wholly-owned subsidiary, to third party well owners for properties which the company owns no portion of for managing and accounting for the development and production of their oil and gas property interests. Administrative revenues decreased during fiscal year 2013 from administrative revenues in fiscal year 2012 due to a reduction in the number of wells managed by the Company.
The following table sets forth the revenue and production data for the twelve months ended December 31, 2013 and 2012.
For the twelve months ended December 31, 2013, we increased total barrels of oil equivalent (BOE) produced by 18% over the same period in the prior year. For the twelve months ended December 31, 2013 and 2012, total BOE produced was 7,123 and 6,057 respectively. The increase in oil and gas production and revenues is primarily related to production increases on the Welder and BRF Interests. The Company conducted workover procedures on the Welder property during 2012 and 2013, which has yielded significant increases in production for the current year’s period over the prior year’s period.
During the twelve months ended December 31, 2013, we increased our barrels of oil per day (BOPD) produced to an average of 19.52 BOPD from 16.60 BOPD for the twelve months ended December 31, 2012.
Operating Expenses. The following table sets forth information relating to our operating expenses for the twelve months ended December 31, 2013 and 2012.
For the twelve months ended December 31, 2013, our total operating expenses were $2,110,390, which consisted of lease operating expenses of $927,982, accretion expense of $12,745, depletion expense of $99,494, legal settlement loss of $93,526 and general and administrative expenses of $749,657. By comparison, for the twelve months ended December 31, 2012, our total operating expenses were $1,345,814, which consisted of lease operating expenses of $400,174, accretion expense of $3,514, depletion expense of $113,985, and general and administrative expenses of $828,141.
For the twelve months ended December 31, 2013 we incurred lease and well operating expenses of $768,847 compared to $237,208 for the twelve months ended December 31, 2013. This represents an increase of $531,639 or
224% related to increases in production activities on our properties. During the twelve months ended December 31, 2013, we incurred workover expenses of $127,122 representing a 10% decrease from the prior period. The workover expenses were primarily related to the Gabriel Rosser, Lozano, McKenzie, Merrick Davis and Welder leases.
During the twelve months ended December 31, 2013 compared to the twelve months ended December 31, 2012, our depletion and accretion expenses decreased by $5,260, or 4% due to an increase in the estimated average life of the Company’s wells per the SEC reserve report, which lowered our depletion rate.
The decrease in general and administrative expenses of $78,484 or 9% during the twelve months ended December 31, 2013, compared to the prior year, was largely due to the $183,116 decrease in in public reporting and compliance related expenses, offset by an increase in employee/officer expenses and other general and administrative expenses, which increased by $79,043 and $25,589, respectively.
Net Operating Loss. For the twelve months ended December 31, 2013, our total net operating loss was $1,373,777 as compared to a net operating loss of $794,519 or 73% from the prior period, an increase of $579,258 or 73% from the prior period. Our net operating loss increased over the prior period, largely due to a significant increase in bad debt expense, from $0 for the year ended December 31, 2012 to $226,986 for the year ended December 31, 2013. Lease operating expenses also increased, from $400,174 in 2012 to $927,982 in 2013.
Interest Expense. For the twelve months ended December 31, 2013 we had interest expense of $358,060 associated with the conversion of certain of our previously outstanding convertible promissory notes during the period, compared to interest expense of $2,252,915 for the twelve months ended December 31, 2012, relating to previously held outstanding convertible promissory notes.
Net Loss. For the twelve months ended December 31, 2013, our net loss was $1,349,568, as compared to a net loss of $6,077,652 for the twelve months ended December 31, 2012, an improvement of $4,728,084 or 78% from the prior period.
Liquidity and Capital Resources
During the twelve months ended December 31, 2013, we used $284,486 in operations, $0 in investing activities, and received $269,000 of cash from financing activities, related directly to proceeds on convertible notes. Our convertible notes are described below.
On December 31, 2010, we entered into a credit facility with VP Bank (Switzerland) Ltd. (“VP Bank”), whereby VP Bank agreed to lend up to $2,250,000 to us in multiple installments in exchange for senior secured convertible promissory notes with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The notes are due on December 31, 2013, or upon default, whichever is earlier, and bear interest at the annual rate of 10%. Pursuant to the credit facility, we issued the following notes and warrants to VP Bank on the following dates:
The agreement provides that VP Bank will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount.
On April 13, 2012, we issued 1,240,000 shares of our common stock to VP Bank pursuant to VP Bank’s election to convert the outstanding principal amount of $620,000 due on its note dated December 31, 2010 at a conversion price of $0.50 per share as previously disclosed in our Current Report on Form 8-K filed with the Commission on April 19, 2012. On June 1, 2012, we issued 1,180,000 shares of our common stock to VP Bank pursuant to VP Bank’s election to convert the outstanding principal amount of $590,000 due on its notes dated January 1, 2011, March 9, 2011, June 20, 2011 and June 30, 2011 at a conversion price of $0.50 per share as previously disclosed in our Current Report on Form 8-K filed with the Commission on June 6, 2012. On June 11, 2012, we issued 300,481 shares of our common stock to VP Bank pursuant to VP Bank’s election to convert all of the accrued interest due on its notes dated December 31, 2010, January 20, 2011, March 9, 2011, June 20, 2011 and June 30, 2011 at a conversion price of $0.50 per share as previously disclosed in our Current Report on Form 8-K filed with the Commission on June 13, 2012. As of the date of this filing there are no outstanding notes held by VP Bank and VP Bank is the holder of 1,210,000 warrants at an exercise price of $1.00 per share.
On October 14, 2011, we entered into a credit facility with Yaksha Industries Inc. (“Yaksha”) pursuant to which Yaksha agreed to lend up to $1,500,000 to us in multiple installments in exchange for a convertible promissory note with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. On June 4, 2012, Yaksha agreed to increase the total amount of the facility to $1,590,000. Pursuant to the credit facility, we issued the following notes and warrants to Yaksha on the following dates:
The agreement provides that Yaksha will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount.
On June 7, 2012, we issued 3,314,062 shares of our common stock pursuant to Yaksha’s election to convert the outstanding principal amount of $1,590,000 and all accrued interest due on its notes dated October 14, 2011, November 29, 2011, December 19, 2011, February 10, 2012, March 30, 2012, and June 4, 2012 at a conversion price of $0.50 per share as previously disclosed in our Current Report on Form 8-K filed with the Commission on June 13, 2012. As of the date of this filing, there are no outstanding notes held by Yaksha and Yaksha is the holder of warrants to purchase an aggregate of 1,590,000 shares at an exercise price of $1.00 per share.
On January 31, 2013 (the “Effective Date”), the Company entered into a promissory note (the “Note”) with JMJ Financial, pursuant to which JMJ Financial agreed to lend the Company up to an aggregate principal amount of $360,000 (the “Principal Sum”). On February 13, 2013, JMJ Financial lent $50,000 to the Company under the Note. On April 23, 2013 JMJ Financial lent us an additional $25,000 under the Note. JMJ Financial may choose to lend
the Company additional funds under the Note from time to time in its sole discretion. The Principal Sum due to JMJ Financial is prorated based on the consideration actually paid by JMJ Financial, plus a 10% original issue discount (“OID”) and as such, a total of up to $400,000 (not including accrued and unpaid interest and other fees and amounts due under the Note) may be evidenced by the Note.
The Note has a maturity date of twelve (12) months from the Effective Date. If the Note is repaid within ninety (90) days of the Effective Date, the interest rate is zero percent (0%). Should the Note still be outstanding after 90 days, a one-time 12% interest rate is applied to the Note. In addition, JMJ Financial has the right, at any time 90 days after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) due under the Note into shares of the Company’s common stock at a conversion price equal to the lesser of $0.11 per share or 60% of the lowest trading price of the Company’s common stock in the 25 days prior to any conversion (provided that if the shares converted are not deliverable via DWAC, an additional 10% discount will apply, and if the shares are ineligible for deposit with DTC another 5% discount will apply).
JMJ Financial has contractually agreed to restrict its ability to convert the Note such that the number of shares of the Company’s common stock held by JMJ Financial and its affiliates after such conversion will not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.
The Company also provided JMJ Financial (a) piggy-back registration rights in connection with the shares issuable upon conversion of the Note (provided that if the Company does not register such shares in the next registration statement filing the Company makes with the Commission it is required to pay JMJ Financial a penalty of the greater of (i) 25% of the amount outstanding under the Note, and (ii) $25,000); and (b) adjustment rights in connection with the Note in the event the Company provides any other investor, or issues any other security with, more favorable terms than the Note. Upon the occurrence of an event of default under the Note, the Company is required to pay JMJ Financial the higher of (i) the amount owed under the Note divided by the applicable conversion price and multiplied by the volume weighted average price of the Company’s common stock on the date such amount is demanded in full; or (ii) 150% of the amount owed under the Note. Additionally, upon an event of default, all interest under the Note accrues at 18% per annum. The Note provides for customary events of default such as failing to timely make payments under the Note when due. As of December 31, 2013, $44,786 in principal and accrued interest was outstanding on the Note.
The Company has entered into three Convertible Promissory Notes with Asher Enterprises, Inc. (“Asher”). On February 19, 2013, the Company sold Asher a convertible note in the amount of $103,500, bearing interest at the rate of 8% per annum, on May 8, 2013, the Company sold Asher a convertible note in the amount of $63,000, bearing interest at the rate of 8% per annum, and on August 23, 2013, the Company sold Asher a convertible note in the amount of $50,000, bearing interest at the rate of 8% per annum (the “Convertible Notes”). The Convertible Notes provide Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Notes into shares of the Company’s common stock at a conversion price equal to the greater of (a) 60% of the average of the five lowest trading prices of the Company’s common stock during the ten trading days prior to such conversion date; and (b) $0.00005 per share, at any time after the expiration of 180 days from the date such Convertible Note was issued. The Convertible Notes are payable, along with interest thereon one year from the date they were entered into. In the event any principal or interest is not timely paid, such amount accrues interest at 22% per annum until paid in full. Asher is prohibited from converting the Convertible Notes into shares of the Company’s common stock to the extent that such conversion would result in Asher beneficially owning more than 4.99% of the Company’s common stock, subject to 61 days prior written notice to the Company from Asher of Asher’s intention to waive or modify such provision.
The Company can repay the Convertible Notes prior to maturity (or conversion), provided that it pays 112% of such note (and accrued and unpaid interest thereon) if the note is repaid within the first 30 days after the issuance date; 117% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 31 and 60 days after the issuance date; 123% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 61 and 90 days after the issuance date; 129% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 91 and 120 days after the issuance date; 133% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period which is 121 and 150 days after the issuance date; and 139% of such note (and accrued and unpaid interest thereon) if the note is repaid during
the period which is 151 days and prior to 180 days after the issuance date. After 180 days have elapsed from the issuance date the Company has no right to prepay the Convertible Note.
Upon the occurrence of an event of default, as described in the Convertible Note, Asher can declare the entire amount of principal and interest then due on the Convertible Note immediately due and payable and require the Company to pay an amount equal to the greater of (i) 150% times the sum of principal and interest due under the Convertible Note (the “Default Sum”); and (ii) the highest number of shares of common stock issuable upon conversion of the Default Sum multiplied by the highest closing price of the Company’s common stock during the period that such Convertible Note has been in default.
The Convertible Notes provides for customary events of default such as failing to timely make payments under the Convertible Note when due.
As of December 31, 2013, $131,027 (net of debt discount of $26,758) in principal and interest was outstanding on the Convertible Notes. All obligations, including accrued interest of $3,800, that the Company owed for the February 19, 2013 convertible note were satisfied on February 20, 2014.
As of December 31, 2013, we had a working capital deficit of $1,244,543 and an accumulated deficit of $8,606,211.
In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months. If we do not raise additional capital, then we may not be able to conduct oil and gas exploration and development activities and expand our operations. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could differ as a result of a number of factors. In addition to generating revenues from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably.
No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Moreover, in the event that we can raise additional funds, we cannot guarantee that additional funding will be available on favorable terms. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.
If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts with respect to our properties.
During fiscal year 2013, we expect that the following will continue to impact our liquidity: (i) legal and accounting costs of being a public company; (ii) expected expenses related to the exploration and development of our properties; (iii) expected expenses related to repair and maintenance costs on wells that are currently producing and (iv) anticipated increases in overhead and the use of independent contractors for services to be provided to us. We will need to obtain funds to pay those expenses. Other than those items specified above, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
We have limited revenue and have incurred net losses to date. These factors raise substantial doubt about our ability to continue as a going concern. No assurances can be given that we will obtain sufficient working capital to sustain ongoing operations. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. In the event that we expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity. However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.
Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements as of December 31, 2013.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by Item 8 are presented in the following order:
Page
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statement of Operations
Statement of Stockholders’ Deficit
Statement of Cash Flow
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
United American Petroleum Corp.
Austin, Texas
We have audited the accompanying consolidated balance sheets of United American Petroleum Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of United American Petroleum Corp. and its subsidiaries as of December 31, 2013 and 2012 and the consolidated results of their operations and their cash flows for each of the years then in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
April 15, 2013
UNITED AMERICAN PETROLEUM CORP.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2013 AND 2012
The accompanying notes are an integral part of these financial statements.
UNITED AMERICAN PETROLEUM CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
AS OF DECEMBER 31, 2013 AND
The accompanying notes are an integral part of these financial statements.
UNITED AMERICAN PETROLEUM CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
The accompanying notes are an integral part of these financial statements.
UNITED AMERICAN PETROLEUM CORP.
CONSOLIDATED STATEMENTS OF CASH FLOW
AS OF DECEMBER 31, 2013 and
The accompanying notes are an integral part of these financial statements.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
1. Nature of Operations and Basis of Presentation
Nature of Operations
We (“United American Petroleum Corp. “the Company”, “we”, “us” or “our”) are an exploration company engaged in the acquisition, exploration, development and production of oil and gas properties. Our principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Our primary focus is to develop our properties that have potential for near-term production. We also provide operational expertise for several third party well owners out of our operational base in Austin, Texas. We currently have proved reserves in the State of Texas.
On January 13, 2011, the Company formed a wholly owned subsidiary, UAP Management, LLC, a Texas limited liability company, for the purpose of managing the Gabriel Rosser, LP.
On January 13, 2011, the Company formed a wholly owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating and managing the various interests acquired from Patriot Minerals, LLC.
Basis of Presentation
The accompanying consolidated financial statements include United American Petroleum Corp. and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. The accompanying financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“GAAP”). We made certain reclassifications to prior-period amounts to conform to the current presentation.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported periods. Actual results could materially differ from those estimates.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of United American Petroleum and our wholly owned subsidiary, United Operating LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
All highly liquid investments purchased with an original maturity of three months or less at the time of acquisition are considered to be cash equivalents.
Fair Value of Financial Instruments
The Company is required to estimate the fair value of all financial instruments included on its balance sheet. The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short period to maturity of these instruments.
Receivables and Allowance for Doubtful Accounts
The Company collects its receivables on its working interests in oil and gas properties from well operators. As such, the Company generally has relatively few customers. These receivables are unsecured and the Company performs ongoing credit evaluations of the well operators’ financial condition whenever necessary. We regularly review collectability and establish or adjust an allowance for uncollectible amounts as necessary using the specific identification method, and we write off receivables after all means of collections have been exhausted and the potential for recovery is remote. We recognize an allowance for uncollectible account of $199,813 and $0 for the periods ending December 31, 2013 and 2012, respectively. We recorded bad debt expense of $226,986 and $0 for the periods ended December 31, 2013 and 2012, respectively. We wrote off receivables of $27,173 and $0 for the periods ended December 31, 2013 and 2012, respectively.
Revenue Recognition- Oil and Gas
The Company recognizes oil and gas revenue from interests in producing wells using the “sales method.” Under this method of accounting, revenues are recognized based on volumes sold, which may differ from the volume to which we are entitled based on our working interest. An imbalance is recognized as a liability only when the estimated remaining reserves will not be sufficient to enable the under-produced owner(s) to recoup its entitled share through future production. Under the sales method, no receivables are recorded where we have taken less than our share of production. Our net imbalance position at December 31, 2013 and December 31, 2012, was immaterial.
Revenue Recognition - Administrative Income
The Company will record revenue for administrative income in accordance with ASC 605. The criteria for recognition are as follows:
1) Persuasive evidence of an arrangement exists;
2) Delivery has occurred or services have been rendered;
3) The seller’s price to the buyer is fixed or determinable, and
4) Collectability is reasonably assured.
Determination of criteria (3) and (4) will be based on management’s judgments regarding the fixed nature of the selling prices of the services performed and the collectability of those amounts.
The Company operates certain wells where the Company also has an ownership interest. For these partially owned wells, no administrative income is recognized. Rather, operating fees received from other well interest owners are recorded as a reduction to the full cost pool per the full cost rules.
Oil and Gas Properties
The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.
Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.
Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.
For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.
Asset Retirement Obligations
ASC 410, Asset Retirement and Environmental Obligations addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Specifically, ASC 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and subsequently allocated to expense over the asset’s useful life.
Fair Value of Financial Instruments
Accounting standards regarding fair value of financial instruments define fair value, establish a three-level hierarchy which prioritizes and defines the types of inputs used to measure fair value, and establish disclosure requirements for assets and liabilities presented at fair value on the consolidated balance sheets.
Fair value is the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants. A liability is quantified at the price it would take to transfer the liability to a new obligor, not at the amount that would be paid to settle the liability with the creditor.
The three-level hierarchy is as follows:
● Level 1 inputs consist of unadjusted quoted prices for identical instruments in active markets
● Level 2 inputs consist of quoted prices for similar instruments
● Level 3 valuations are derived from inputs which are significant and unobservable and have the lowest priority
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that certain warrants outstanding during the period and certain convertible notes covered by these financial statements qualify as derivative financial instruments under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Stock.” See Note 6 - Fair Value for more details.
The fair value of these warrants and derivative liabilities was determined using the Black Scholes Model with any change in fair value during the period recorded in earnings as “Gain on derivative warrant liability.” Significant inputs used to calculate the fair value of the warrants include expected volatility, risk-free interest rate and dividend yield.
Recoverability of Long-Lived Assets
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Events relating to recoverability may include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets would be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
Share-Based Compensation
The Company accounts for share-based compensation to employees in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”). This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
As of December 31, 2013, there were no outstanding employee stock options.
The Company accounts for share-based compensation to non-employees in accordance with Accounting Standards Codification subtopic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). This requires the measurement and recognition of compensation expense for all share-based payment awards made to non-employees.
On September 13, 2013, the Company’s Board of Directors approved the Company’s 2013 Stock Plan for Officers, Directors, and Consultants (the “2013 Plan”). The 2013 Plan provided for the issuance of a total of up to 2,000,000 shares of common stock, options, restricted share units, share appreciation rights and other share based awards to acquire common stock to employees, directors and consultants. A total of 564,000 shares were issued under the 2013 Plan during the year ended December 31, 2013.
Income Taxes
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”). ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive.
Property and Equipment
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.
The range of estimated useful lives used to calculated depreciation for principal items of property and equipment are as follow:
Asset Category
Depreciation Period
Furniture and Fixtures
5 Years
Automobiles
5 Years
Equipment
10 Years
3. Going Concern
The Company has incurred a net loss and negative operating cash flows since inception through December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management is implementing plans to sustain the Company’s cash flow from operating activities and/or acquire additional capital funding. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
4. Related Party Receivable
As of December 31, 2013, the Company had a related party receivable in the amount of $99,536 due from a Company with working interest amounts payable. This is a $86,340 increase from an amount of $13,196 as of December 31, 2012. Our directors are also officers in this Company.
5. Convertible Notes and Detached Warrants
Credit Facility - January 31, 2013
On January 31, 2013, we entered into a Note Purchase Agreement with an investor pursuant to which the investor agreed to lend the Company up to $400,000 in multiple installments in exchange for a senior secured convertible promissory note with a conversion price equal to 60% of the lowest trading price per share during the previous 25 trading days. The first installment of $55,000 was delivered less a fee of $5,000 on the date of the Purchase Agreement. The second installment of $25,000 was delivered in April 2013. The notes mature on January 31, 2014, or upon default, whichever is earlier and bear interest at an annual rate of 12%. As described in Note 5, the embedded conversion feature qualified for liability classification at fair value. As a result, the Company recorded a full discount of $55,000 to the note payable on issuance of the first installment, and a full discount of $25,000 to the note payable on issuance of the second installment. As of December 31, 2013, there was $26,453 in outstanding principal and $18,333 in outstanding original interest discount (OID) on this note.
Conversions
The holder of the convertible note exercised a portion of the conversion rights of the note in the following installments during the year ended December 31, 2013:
As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $55,000 recognizing interest expense for the same amount.
Convertible Note - February 19, 2013
On February 19, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $103,500 to us in a single installment ($87,000 of proceeds net of legal fees) in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, was not priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.
In May of 2013, we did not comply with the timely filing requirement on this loan. Pursuant to the promissory note, a penalty of 50% of the outstanding principal amount equaling $51,750 was added to the balance of the note. This additional sum will be eligible for conversion at the same terms as the original principal balance.
The holder of the convertible note exercised a portion of the conversion rights of the note in the following installments during the year ended December 31, 2013. Note that the December 26, 2013 conversion of 200,000 shares was a conversion of accrued interest; all of the other conversions were on the principal amount.
Convertible Note - April 22, 2013
On April 22, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $63,000 (minus fees of $3,000) to us in a single installment in exchange for a convertible promissory note with a conversion price equal to 60% of the average lowest trading price per share during 5 of the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.
On September 23, 2013 the investor lent an additional $50,000 in a single installment (minus fees of $3,000) under the same terms agreement and terms as the previous installment made April 22, 2013.
Credit Facility - October 14, 2011
On October 14, 2011, we entered into a Note and Warrant Purchase Agreement with an investor pursuant to which the investor agreed to lend the Company up to $1,500,000 in multiple installments in exchange for a senior secured convertible promissory note with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The first installment of $400,000 was delivered on the date of the Purchase Agreement and we issued 400,000 warrants to the investor in
connection with the first installment. The notes mature on October 14, 2014, or upon default, whichever is earlier and bear interest at an annual rate of 10%.
The second installment of $550,000 was delivered on November 29, 2011 and we issued 550,000 warrants in connection with the second installment.
The third installment of $25,000 was delivered on December 19, 2011 and we issued 25,000 warrants in connection with the third installment.
The fourth installment of $150,000 was delivered on February 10, 2012 and we issued 150,000 warrants in connection with the fourth installment.
The fifth installment of $250,000 was delivered on March 30, 2012 and we issued 250,000 warrants in connection with the fifth installment.
The sixth installment of $215,000 was delivered on June 4, 2012 and we issued 430,000 warrants in connection with the sixth installment.
Detachable Warrants
On October 14, 2011, the Company determined a relative fair value of $157,388 for the detachable warrants for the first installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 108.61%, risk free rate of 1.12% and an expected term of approximately 5 years.
On November 29, 2011, the Company determined a relative fair value of $209,317 for the detachable warrants for the second installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 109.19%, risk free rate of .93% and an expected term of approximately 5 years.
On December 19, 2011, the Company determined a relative fair value of $13,788 for the detachable warrants for the third installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 109.32%, risk free rate of .82% and an expected term of approximately 5 years.
As described in Note 5, during fiscal year 2012, these notes associated with the second financing were converted into share of common stock.
Conversions
On June 7, 2012, the Company issued 3,314,062 shares of common stock to one investor who elected to convert the outstanding principal amount of $1,590,000 and all of the accrued interest due on its convertible promissory notes dated October 14, 2011, November 29, 2011, December 19, 2011, February 10, 2012, March 30, 2012 and June 4, 2012 at a conversion price of $0.50 per share as provided in the note agreement. Therefore, the note was fully converted as of December 31, 2012 and no longer outstanding debt.
Credit Facility - December 31, 2010
On December 31, 2010, the Company entered into a credit facility with one investor pursuant to which the investor agreed to lend up to $2,250,000 to us in multiple installments in exchange for a senior secured convertible promissory note with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The credit facility provides that the investor will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount. The investor shall have sole discretion in determining whether the proposed use of proceeds meets those requirements. The notes mature on December 31, 2013, or upon default, whichever is earlier and bear interest at an annual rate of 10%.
Detachable Warrants
On December 31, 2010, the Company determined a relative fair value of $45,434 for the detachable warrants for the first installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of: -0-%, volatility of 94.1%, risk free rate: 2.01% and an expected term of 5 years.
On January 20, 2011, the Company determined a relative fair value of $78,062 for the detachable warrants for the second installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of: -0-%, volatility of 104.65%, risk free rate: 2.06% and an expected term of 5 years.
On March 9, 2011, the Company determined a relative fair value of $106,132 for the detachable warrants for the third installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 105.22%, risk free rate of 2.16% and an expected term of approximately 5 years.
On June 20, 2011, the Company determined a relative fair value of $29,276 for the detachable warrants for the fourth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 105.87%, risk free rate of 1.55% and an expected term of approximately 5 years.
On June 30, 2011, the Company determined a relative fair value of $45,233 for the detachable warrants for the fifth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 107.39%, risk free rate of 1.76% and an expected term of approximately 5 years.
Conversions
During fiscal year 2012, these notes associated with the first financing were converted into share of common stock, as follows:
On April 13, 2012, the Company issued 1,240,000 shares of common stock to one investor who elected to convert the outstanding principal amount of $620,000 due on its convertible promissory note date December 31, 2010 at a conversion price of $0.50 per share as provided in the note agreement.
On June 1, 2012, the Company issued 1,180,000 shares of common stock to one investor who elected to convert the outstanding principal amount of $590,000 due on its convertible promissory notes dated January 1, 2011, March 9, 2011, June 20, 2011 and June 30, 2011 at a conversion price of $0.50 per share as provided in the note agreement.
On June 11, 2012, the Company issued 300,481 shares of common stock to one investor who elected to convert all of their accrued interest in the amount of $150,240 on its convertible notes from its first financing at a conversion price of $0.50 per share as provided in the note agreement. Therefore, as of December 31, 2012 the December 31, 2010 credit facility was fully converted and no longer outstanding debt.
As described in Note 6, the Company issued convertible notes with detachable warrants. The Company accounted for these detachable warrants in accordance with ASC 470-20, which requires that the Company calculate the relative fair value of the warrants at the grant date and record the relative fair value as a discount to the related note payable with an offset to additional paid-in capital. The Company amortizes the debt discount associated with the warrants over the life of the convertible notes using the effective interest method.
On February 10, 2012, the Company determined a relative fair value of $61,354 for the detachable warrants for the fourth installment of the convertible notes. In calculating the relative fair value of the warrants, the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 110.77%, risk free rate of 1.04% and an expected term of approximately 5 years.
On March 30, 2012, the Company determined a relative fair value of $130,853 for the detachable warrants for the fifth installment of the convertible notes. In calculating the relative fair value of the warrants, the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 110.64%, risk free rate of 1.04% and an expected term of approximately 5 years.
On June 4, 2012, the Company determined a relative fair value of $97,313 for the detachable warrants for the fifth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 112.94%%, risk free rate of 0.27% and an expected term of approximately 4.69 years.
Warrant Summary
An overall summary of warrant activity for the period from December 31, 2012 through December 31, 2013 is presented below:
Shares Reserved for Future Issuance
The Company has reserved shares for future issuance upon of its warrants as follows:
6. Fair Value
The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
As described in Note 5, the Company issued a convertible note with certain reset provisions, The Company accounted for these reset provisions in accordance with ASC 815-40, which requires that the Company bifurcate the embedded conversion option as liability at the grant date and to record changes in fair value relating to the
conversion option liability in the statement of operations as of each subsequent balance sheet date. The debt discount related to the convertible note is amortized over the life of the note using the effective interest method.
The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, because the number of shares to be issued upon settlement is indeterminate, all other share settle-able instruments must also be classified as liabilities. As a result, the Company measured its outstanding warrants on December 31, 2013 at fair value and re-classified these amounts from additional paid-in capital to derivative liabilities.
The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The following is a reconciliation of the conversion option liability and detachable warrant liability for which Level 3 inputs were used in determining fair value:
During the year ended December 31, 2013, the gain on embedded derivatives of $382,269 in the condensed consolidated statement of operations consisted of a gain on the change in fair value of $442,483 and a loss of $60,214 which was the amount by which the embedded derivative liabilities exceeded the principal of the related notes payable on the date the notes were issued.
During the year ended December 31, 2012, the loss on embedded derivatives in the condensed consolidated statement of operations consisted of a loss on the change in fair value of $2,326,032 and a loss of $704,186 which was the amount by which the embedded derivative liabilities exceeded the principal of the related notes payable on the date the notes were issued.
The Company’s conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy.
January 31, 2013 Convertible Note Installments
As described in Note 5, we entered into a Note Purchase Agreement on January 31, 2013. The Company converted shares in several installments, and determined a fair value for the conversion option liability at each conversion, recognizing a non-cash loss included in other income (expense).
The table below shows the Black Scholes Option Pricing Model inputs used by the Company to value the derivative, as well as the determined value of the option liability and the amount of loss (gain) recognized at each conversion date:
February 19, 2013 Convertible Note Installments
As described in Note 5, we entered into a credit facility on February 19, 2013. The investor lent $103,500 to us in a single installment (minus fees of $16,500) in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during the previous 10 trading days.
The table below shows the Black Scholes Option Pricing Model inputs used by the Company to value the derivative, as well as the determined value of the option liability and the amount of loss (gain) recognized at each conversion date:
December 31, 2010 Convertible Note Installments (First Financing)
On April 13, 2012, the Company converted a $620,000 convertible note into 1,240,000 shares of common stock. On the conversion date, the Company determined a fair value of $1,280,115 for the conversion option liability for this convertible note using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 108.17%, risk free rate of 0.27% and an expected term of approximately 1.72 years. The Company recognized a non-cash loss included in other income (expense) of $982,960 preceding conversion during fiscal year 2012.
On June 1, 2012, the Company converted $590,000 of its convertible notes into 1,180,000 shares of common stock. On the conversion date, the Company determined a fair value of $955,179 for these convertible notes using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 111.24%,
risk free rate of 0.25% and an expected term of approximately 1.58 years. The Company recognized a non-cash loss included in other income (expense) of $668,692 preceding conversion during fiscal year 2012.
During fiscal year 2012, the Company recognized a reduction of embedded derivative from the first installment of its convertible notes in the amount of $2,235,294. This amount was recorded to additional paid-in capital.
October 14, 2011 Convertible Note Installments (Second Financing)
On June 7, 2012, the Company converted $1,590,000 of its convertible notes into 3,180,000 shares of common stock. On the conversion date, the Company determined a fair value of $2,258,375 for these convertible notes using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 102.93%, risk free rate of 0.27% and an expected term of approximately 2.35 years. The Company recognized a non-cash loss included in other expense of $674,380 preceding conversion for the nine months ended September 30, 2012.
During fiscal year 2012, the Company recognized a reduction of embedded derivative from the second installment of its convertible notes in the amount of $2,258,375. This amount was recorded to additional paid-in capital.
7. Oil and Gas Properties
During the twelve months ended December 31, 2013 and 2012, the Company proposed workover procedures to third party working interest owners on properties for which the Company has ownership. Third party working interests owners were allowed to avoid liability associated with the procedures by conveying their working interests and net royalty interests to the Company. Certain third party working interest partners conveyed various working interests and net royalty interests in their properties. The Company has assumed production revenues, lease operating expenses and asset retirement obligations associated with the conveyance of the working interests and net royalty interests.
During 2012, United American Petroleum Corp. performed drilling and completion procedures on the McKenzie, Marcee and Gabriel Rosser properties of $27,225, $44,792 and $177,000. No drilling was performed during the year ended December 31, 2013.
During 2012, United American Petroleum Corp. entered and closed a purchase and sale agreement to purchase an undivided working interest rights for the RP Wilson lease for $25,000 providing that United American Petroleum Corp. would purchase a 28% working interest, and a 26% revenue interest to certain existing wells and to certain leases located in Texas.
8. Other Payable
As of December 31, 2013, United Operating, LLC received cash in the amount of $582,278 to perform work on behalf of various working interest owners including repairs, drilling and production related costs. These funds are restricted solely for use in drilling and workovers.
9. Asset Retirement Obligation
The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company depletes the amount added to proved oil and gas property costs and gathering assets using the units-of-production method. The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability is allocated to operating expense using a systematic and rational method. The information below reconciles the value of the asset retirement obligation for the periods presented.
10. Equity
As described in Note 6 during the year ended December 31, 2013, certain notes payables were converted into 35,971,650 shares of common stock.
Fiscal Year 2013
As of December 31, 2013, the Company had 86,875,192 shares of common stock issued and outstanding.
Fiscal Year 2012
As of December 31, 2012, the Company had 50,339,542 shares of common stock issued and outstanding.
Share-based Compensation
On August 20, 2013 directors of the Company approved the share-based compensation plan for a consultant of 564,000 shares of common stock as share based compensation. These shares were issued at a market price of $0.09 per share.
On December 21, 2012 directors of the Company approved share based compensation plan for an employee, an advisor and independent investor relations advisor of 80,000, 125,000 and 100,000 shares of common stock as share based compensation. These shares were issued at a market price of $0.09 per share. During the twelve months ended December 31, 2012, the Company recognized $30,500 as share based compensation expense.
On December 26, 2012, the Company issued 500 shares of Series B Preferred Stock, each to Michael Carey, its Chief Executive Officer, President and Director, and Ryan Hudson, its Chief Operating Officer, Secretary and Director (1,000 shares of Series B Preferred Stock in aggregate), in consideration for services rendered to the Company as the Company’s Chief Executive Officer, President and Director, and Chief Operating Officer, Secretary and Director, respectively. The Company has evaluated the fair value of the share based compensation is $1.
11. Income Taxes
As of December 31, 2013, our deferred tax asset amounting to $522,374 primarily related to our net operating loss carryforward of $2,004,723. A 100% valuation allowance has been established using an effective tax rate of 35% due to the uncertainty of the utilization of the operating losses in future periods. As a result, the deferred tax asset was reduced to zero and no income tax benefit was recorded. The net operating loss carryforward will begin to expire in 2031.
The following table sets forth the components of our deferred tax balance as of December 31, 2013 and 2012.
Section 382 of the Internal Code allows post-change corporations to use pre-change net operating losses, but limit the amount of losses that may be used annually to a percentage of the entity value of the corporation at the date of
the ownership change. The applicable percentage is the federal long-term tax-exempt rate for the month during which the change in ownership occurs.
12. Commitments and Contingencies
Litigation. A case was filed by Nottus Energy, as plaintiff, against Slate Holdings, Inc., Quality Architectural Element, Inc., United American Petroleum Corp. and Carlos Sandoval, as defendants. This case is for termination of a portion of an oil and gas lease operated by Slate Holdings, in which we own a working interest. The plaintiff was granted a final judgment in this case on July 3, 2013 and awarded damages of $93,525.94. A settlement offer has been submitted to all of the defendants by plaintiff and we have agreed to accept the offer, but it is dependent on the other working interest owners accepting it as well.
On our financial statements for the year ended December 31, 2013 we have recorded the total $93,525.94 final judgment as a legal loss accrual, due to our belief that a payout of this amount is probable.
13. Supplemental Oil and Gas Reserve Information (Unaudited)
In accordance with US GAAP for disclosures about oil and gas producing activities, and SEC rules for oil and gas reporting disclosures, we are making the following disclosures about our crude oil and natural gas reserves and exploration and production activities.
Reserves. There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Crude oil and natural gas reserves engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of any reserves estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserves estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered.
Reserves Estimates. Our proved reserve information as of December 31, 2013 and December 31, 2012 was estimated by Mire and Associates, Inc. (“Mire”), independent petroleum engineers. In accordance with SEC guidelines, Mire’s estimates of future net revenues from our properties, and the PV-10 and standardized measure thereof, were determined to be economically producible under existing economic conditions, which requires the use of the 12-month average price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the period January 1, 2013 through December 31, 2013, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations.
The technical persons at Mire are responsible for preparing the reserves estimates presented herein and meets the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Michael Carey, our Chief Executive Officer and a director, acted as the liaison with the technical persons at Mire.
Definitions. The following definitions apply to the terms used in the paragraphs above:
Reserves Estimate: The determination of an estimate of a quantity of oil or gas reserves that are thought to exist at a certain date, considering existing prices and reservoir conditions.
Proved Oil and Gas Reserves Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to produce the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
Developed Oil and Gas Reserves Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of a new well.
Undeveloped Oil and Gas Reserves Proved undeveloped oil and gas reserves (PUDs) are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.
For complete definitions of proved natural gas, natural gas liquids and crude oil reserves, refer to SEC Regulation S-X, Rule 4-10(a)(6), (22) and (31).
Oil and Gas Reserve Information. The following reserve quantities for our proved reserves located in the State of Texas in the United States have been estimated as of December 31, 2013. The determination of oil and gas reserves is based on estimates, which are highly complex and interpretive. The estimates are subject to continuing change as additional information becomes available.
The following table sets forth purchase, production and reserve adjustment activities for the three year period ended December 31, 2013.
Capitalized Costs Relating to Oil and Gas Producing Activities. Aggregate capitalized costs relating to crude oil and natural gas producing activities are as follows:
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves. The following information is based on our best estimate of the required data for the Standardized Measure of Discounted Future Net Cash Flows in accordance with US GAAP. This information is not the fair value nor does it represent the expected present value of future cash flows of our proved oil and gas reserves.
The standardized measure of discounted future net cash flows is provided using the 12-month unweighted arithmetic average and were held constant throughout the life of the properties. The oil price used as of December 31, 2013 was $96.94 per bbl of oil and $3.67 per MMbtu of natural gas. Future production costs are based on year-end costs and include severance and ad valorem taxes. Each property that is leased by us is also charged with field-level overhead in the reserve calculation. The present value of future cash inflows is based on a 10% discount rate, which is required by the standards.
Standardized Measure of Future Net Cash Flows:
Changes in the Standard Measure of Discounted Cash Flows:
14. Subsequent Events
In January 2014, Asher submitted a conversion request under one of its Convertible Notes; however, the Company did not have sufficient shares of authorized common stock to honor the conversion request. Asher issued us a notice of default; however, Asher immediately waived the default provided that we began the process to increase our number of authorized shares. We have begun this process; however, the shares are not yet authorized. Consequently, Asher reissued the notice of default to us. As a result, an adverse result to the Company from this claim is probable, and the amount of the claim could be up to $102,810, representing the additional amount due under the Notes in the event of a default.
In January 2014, JMJ submitted a conversion request under one of its Convertible Notes; however, the Company was unable to comply with this request due to insufficient authorized shares of common stock. The lack of authorized shares constituted a default pursuant to the Note. The Company promptly notified JMJ of its inability to honor the conversion request. The Company is currently working to increase the number of authorized shares by March 15, 2014. The Company is not currently in compliance with this undertaking; however, we have remained in contact with JMJ. JMJ has not expressed an intention to assert the remedies set forth in the Note at this time. As a result, we believe that the probability of an adverse result to the Company from this claim is remote.
On February 26, 2014, the Company completed the sale of a 46% working interest (comprising a 34.5% net revenue interest) in an oil, gas and mineral lease covering 430 acres in Duval County, Texas, to RTO Exploration, LLC (“Buyer”) for the purchase price of $400,000. In addition to the purchase price, the Buyer paid a $10,000 non-refundable option payment to the Company.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of disclosure controls and procedures.
We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective due to our over reliance on consultants in our accounting and financial statement closing processes.
Deficiencies in Our Control Environment.
Our control environment did not sufficiently promote effective internal control over financial reporting throughout the organization. This material weakness exists because of the aggregate effect of multiple deficiencies in internal control which affect our control environment, including: a) the lack of an effective risk assessment process for the identification of fraud risks; b) the lack of an internal audit function or other effective mechanism for ongoing monitoring of the effectiveness of internal controls; c) deficiencies in our accounting system and controls; d) and insufficient documentation and communication of our accounting policies and procedures as of December 31, 2013.
Annual Report on Internal Control over Financial Reporting.
Michael Carey, our Principal Executive and Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, 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 and includes those policies and procedures that:
● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
● 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 management and our directors; and
● 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.
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our Principal Executive and Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.
Based on our assessment, our Principal Executive and Financial Officer believes that, as of December 31, 2013, our internal control over financial reporting is not effective based on those criteria, due to the following material weaknesses:
● Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
● Deficiencies in Our Control Environment. Our control environment did not sufficiently promote effective internal control over financial reporting throughout the organization. This material weakness exists because of the aggregate effect of multiple deficiencies in internal control which affect our control environment, including: a) the lack of an effective risk assessment process for the identification of fraud risks; b) the lack of an internal audit function or other effective mechanism for ongoing monitoring of the effectiveness of internal controls; c) deficiencies in our accounting system and controls; and d) and insufficient documentation and communication of our accounting policies and procedures as of December 31, 2013.
● Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.
In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) 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 not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.
This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this report.
Changes in Internal Control over Financial Reporting
There were no significant changes in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Executive Officers and Directors. Each of our officers is elected by the Board of Directors for a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. Our directors and principal executive officers are as specified on the following table:
Name
Age
Position
Michael Carey
Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director
Ryan Hudson
Chief Operating Officer, Secretary, and Director
The business experience of each of the persons listed above during the past five years is as follows:
Michael Carey. Michael Carey was appointed as our Chief Executive Officer, President and a Director in December 2010 and was appointed as our Chief Financial Officer and Treasurer in February 2012. Prior to joining the Company, Mr. Carey previously worked for Trius Operations, LLC, and 4 Phoenix Oil & Gas LLC, doing business as Phoenix Oil & Gas LLC. From 2002 to 2004, Mr. Carey served as senior vice president at Richman Oil. Mr. Carey also previously served as junior vice president for CKG Energy. Mr. Carey is not an officer or director of any other reporting company.
Ryan Hudson. Ryan Hudson was appointed as our Chief Operating Officer and Secretary in December 2010. Mr. Hudson was appointed as a Director in March 2011. Prior to joining the Company, Mr. Hudson worked for Trius Operations, LLC, and 4 Phoenix Oil & Gas, doing business as Phoenix Oil & Gas LLC. From 2001 to 2004, Mr. Hudson served as senior vice president at Richman Oil. Mr. Hudson is also a certified firefighter and received his firefighter certification from the Texas Commission on Fire Protection. Mr. Hudson is not an officer or director of any other reporting company.
Involvement in Certain Legal Proceedings
None of our directors have been involved in any of the following events during the past ten years:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the directors.
Nominating Process. Our entire Board of Directors participates in consideration of director nominees. The Board of Directors will consider candidates who have experience in the oil and gas industry or able to bring significant financing to the Company. The Board of Directors will also evaluate whether the candidates’ skills and experience are complementary to the existing Board’s skills and experience as well as the Board of Directors’ need for operational, management, financial, international, technological or other expertise. The Board of Directors will interview candidates that meet the criteria and then select nominees that the Board of Directors believes best suit our needs.
The Board of Directors will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our Corporate Secretary, at 9600 Great Hills Trail, Suite 150W, Austin, TX 78759. Submissions that are received that meet the criteria described above will be forwarded to the Board of Directors for further review and consideration. The Board of Directors will not evaluate candidates proposed by stockholders any differently than other candidates. There have been no material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors.
Director Independence. The Over-The-Counter Bulletin Board does not have rules regarding director independence. The Company will seek to appoint independent directors, if and when it is required to do so.
Audit Committee and Audit Committee Financial Expert. Presently, the Board of Directors acts as the audit committee. The Board of Directors does not have an audit committee financial expert. The Board of Directors has not yet recruited an audit committee financial expert to join the Board of Directors because we have only recently commenced a significant level of financial operations.
Code of Ethics. We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act.
Based solely on the reports received by us and on the representations of the reporting persons, we believe that all required directors, officers and greater than ten percent shareholders complied with applicable filing requirements during the fiscal year ended December 31, 2013, except that:
Ryan Hudson, our Chief Operating Officer, Secretary and Director, and a greater than ten percent shareholder of the Company inadvertently did not timely file a Form 4 filing relating to the transfer by him of 550,000 shares of common stock to a third party in consideration for the third party dismissing a lawsuit against him on January 22, 2013, which Form 4 was subsequently filed on December 26, 2012. Mr. Hudson filed a Form 5 with respect to this transaction and setting forth his holdings in the Company on February 14, 2014.
Michael Carey, our Chief Executive Officer, President and Director, and a greater than ten percent shareholder of the Company inadvertently did not timely file (i) a Form 4 filing relating to the transfer by him of 550,000 shares of common stock to a third party in consideration for the third party dismissing a lawsuit against him on November 28, 2012, which Form 4 was subsequently filed on December 26, 2012; and (ii) a Form 4 filing relating to the transfer by him of 100,000 shares of common stock to a third party pursuant to a default under a security agreement under which Mr. Carey had pledged these shares. Mr. Carey filed a Form 5 with respect to these transactions and setting forth his holdings in the Company on February 14, 2014.
Item 11.
Item 11. Executive Compensation
Summary Compensation Table. Michael Carey, our Chief Executive Officer and Ryan Hudson, our Chief Operating Officer each received $79,500 in salary during the year ended December 31, 2013. The remainder of their 2013 salaries was accrued at December 31, 2013. The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officers for the fiscal years ended December 31, 2013 and 2012.
(1) Represents 500 shares of the Company’s Series B Preferred Stock.
* Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. The value of the Stock Awards and Option Awards in the table above, if any, were calculated based on the fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.
Employment Contracts and Termination of Employment.
Our officers do not have a written employment agreement. Their employment agreements expired by their terms on October 15, 2013. Our officers intend to seek new employment agreements with the Company.
Series B Preferred Stock
On October 11, 2012, the Company filed with the Nevada Secretary of State, a Certificate of Designations, Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Preferred Stock (the “Designation”). The Designation, which was approved by the Board of Directors on October 9, 2012 and authorized under the Company’s Articles of Incorporation, provides the Board of Directors the right to designate series of
preferred stock, provided for the designation of a series of 1,000 shares of Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Series B Preferred Stock have no dividend rights, no liquidation preference, no redemption rights and no conversion rights. The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to, at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). Additionally, we are not allowed to adopt any amendments to our Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series B Preferred Stock, or effect any reclassification of the Series B Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of the Series B Preferred Stock.
On December 26, 2012, the Company issued 500 shares of Series B Preferred Stock, each to Michael Carey, its Chief Executive Officer, President and Director, and Ryan Hudson, its Chief Operating Officer, Secretary and Director (1,000 shares of Series B Preferred Stock in aggregate), in consideration for services rendered to the Company as the Company’s Chief Executive Officer, President and Director, and Chief Operating Officer, Secretary and Director, respectively.
Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. As of December 31, 2013, our directors are not paid any compensation for their service as directors. They are nevertheless reimbursed for their reasonable expenses incurred upon presentation of the appropriate documentary evidence.
Outstanding Equity Awards. As of December 31, 2013, our executive officers did not have any unexercised options, stock that has not vested, or equity incentive plan awards.
Equity Compensation Plans. Effective on or around January 22, 2008, shareholders holding a majority of the Company’s voting securities approved the Company’s 2008 Incentive Plan (the “Plan”), which was previously approved by the then sole director of the Company on January 2, 2008. The Plan provided for the issuance of a total of up to 3,000,000 shares of common stock, options, restricted share units, share appreciation rights and other share based awards to acquire common stock to employees, directors and consultants. A total of 1,877,000 options were granted during the year ended December 31, 2008, which options were subsequently forfeited during the years ended December 31, 2009 and 2008. The Company does not anticipate issuing any additional shares of common stock under the Plan moving forward.
On September 13, 2013, the Company’s Board of Directors approved the Company’s 2013 Stock Plan for Officers, Directors, and Consultants (the “2013 Plan”). The 2013 Plan provided for the issuance of a total of up to 2,000,000 shares of common stock, options, restricted share units, share appreciation rights and other share based awards to acquire common stock to employees, directors and consultants. A total of 564,000 shares were issued under the 2013 Plan during the year ended December 31, 2013.
Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made during the fiscal year ended December 31, 2013.
Long-Term Incentive Plans. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.
Director Compensation For the year ended December 31, 2013, we did not have any directors who did not also serve as executive officers of the Company and whose total compensation (including compensation as an officer and director) is included in the table above.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 11, 2014, by (i) each person or entity known by us to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) all of our directors and executive officers as a group.
The number and percentage of shares beneficially owned is determined under Rule 13d-3 as promulgated under the Securities Exchange Act of 1934, as amended, by the Securities and Exchange Commission (SEC), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or dispositive power and also any shares that the individual has the right to acquire within sixty (60) days of April 11, 2014 through the exercise of any stock option or other right.
We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 9600 Great Hills Trail, Suite 150W, Austin, Texas 78759.
Percentage ownership in the table above is based on 97,418,383 shares of common stock issued and outstanding and 1,000 shares of Series B Preferred Stock issued and outstanding, which have the right to vote 101,394,644 voting shares, resulting in a total of 198,813,027 total voting shares outstanding as of January 29, 2014.
(1) Includes 5,000,000 shares of common stock held in the name of Carey Partners, Ltd., which entity and therefore which shares, are beneficially owned by Mr. Carey.
(2) The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote, which percentage is equal to 101,394,644 voting shares as of January 29, 2014.
(3) Includes 5,000,000 shares of common stock held in the name of Chi-tex Family Limited Partnership, which entity and therefore which shares, are beneficially owned by Mr. Hudson.
(4) Bill Cheung holds voting and dispositive power over the shares of Mighty Falcon Ltd.
Changes in Control. Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions.
As of December 31, 2013, the Company had a related party receivable in the amount of $99,536 due from two Companies with working interest amounts payable. This is a 654% increase from an amount of $13,196 as of December 31, 2012. Our directors are also officers in these two companies.
Michael Carey, our Chief Executive Officer and President, and Ryan Hudson, our Chief Operating Officer and Secretary, are members of 4 Phoenix Oil and Gas, LLC (“Phoenix”), which pays for fuel, meals, and other onsite location expenses, and field equipment to facilitate field activities. The Company reimburses Phoenix for such expenses and services on an ongoing basis.
Effective December 26, 2012, the Company issued 500 shares of its Series B Preferred Stock each to Mr. Carey and Mr. Hudson (1,000 shares of Series B Preferred Stock in aggregate), in consideration for services rendered to the Company as the Company’s Chief Executive Officer, President and Director, and Chief Operating Officer, Secretary and Director, respectively.
There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. We may establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.
Director Independence. We do not have any independent directors.
Item 14.
Item 14. Principal Accountant Fees and Services.
Audit Fees. The aggregate fees billed in the fiscal years ended December 31, 2013 and 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was $74,500 and $77,000, respectively.
Tax Fees. For the fiscal years ended December 31, 2013 and 2012, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.
All Other Fees. None.
Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this report
(1) All financial statements
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Operations for the years ended December 31, 2013 and 2012
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the Signatures page of this Form 10-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
United American Petroleum Corp.
April 15, 2014 By: /s/ Michael Carey
Michael Carey
Its: Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director
(Principal Executive, Financial and Accounting Officer)
In accordance with 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.
By: /s/ Michael Carey
April 15, 2014
Michael Carey
Its: Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director
By: /s/ Ryan Hudson
April 15, 2014
Ryan Hudson
Its: Chief Operating Officer, Secretary and a Director
EXHIBIT INDEX
Exhibit
Description of Exhibit
2.1
Agreement and Plan of Exchange by and between Northern Future Energy Corp. and NFE Acquisition Corp., dated December 16, 2009 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
2.2
Asset Purchase Agreement by and between Enforce Global Solutions, LLC and the Company, dated as of December 29, 2009 (incorporated by reference to Exhibit 2.5 of the Company’s Annual Report on Form 10-K, filed May 14, 2010).
2.3
Membership Interest Purchase Agreement by and between the Company and John Britchford-Steel, dated as of December 31, 2009 (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K, filed May 14, 2010.
2.4
Agreement and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December 31, 2010. (1)
2.5
Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (1)
3.1
Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed November 14, 2012)
3.2
Certificate of Designations of Series B Preferred Stock (incorporated by reference as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 14, 2012)
3.3
Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed November 14, 2012)
3.4
Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed on April 15, 2005).
3.5
Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009.
3.6
Certificate of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K, as amended, filed January 21, 2011).
3.7
Articles of Merger between United PC Acquisition Corp. and United American Petroleum Corp.(1)
3.8
Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (1)
3.9
Form of Note and Warrant Purchase Agreement. (1)
3.10
Form of Senior Secured Convertible Promissory Note. (1)
3.11
Form of Warrant. (1)
3.12
Form of Security Agreement. (1)
3.13
Stock Cancellation Agreement by and among the Company and Christian Negri, dated as of December 31, 2010. (1)
3.14
Form of Note and Warrant Purchase Agreement. (3)
3.15
Form of Convertible Promissory Note. (3)
3.16
Form of Warrant. (3)
10.1
Employment Agreement of Michael Carey. (1)
10.2
Employment Agreement of Ryan Hudson. (1)
10.3
$400,000 Promissory Note - JMJ Financial (January 31, 2013)(incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2013)
10.4
Securities Purchase Agreement - Asher Enterprises, Inc. (February 19, 2013) (incorporated by reference as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2013)
10.5
$103,500 Convertible Promissory Note - Asher Enterprises, Inc. (February 19, 2013) (incorporated by reference as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2013)
List of Subsidiaries (6)
23.3
Consent of Mire and Associates, Inc. (6)
31.1
Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (6)
32.1
Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (6)
99.1
Reserve Reports of Properties located in Duval, Erath, Frio, Gonzales, Medina, Navarro, Pecos, Shackelford, and Wilbarger Counties, Texas (6)
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Schema
101.CAL
XBRL Taxonomy Calculation Linkbase
101.DEF
XBRL Taxonomy Definition Linkbase
101.LAB
XBRL Taxonomy Label Linkbase
101.PRE
XBRL Taxonomy Presentation Linkbase
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2011.
(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 3, 2011.
(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 18, 2011.
(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2011.
(5) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 5, 2011.
(6) Filed herewith.