NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
1.
|
Nature of Operations and Basis of Presentation
|
Nature of Operations
4 Phoenix Oil & Gas, LLC, a limited liability company, was formed under the laws of the state of Texas on October 19, 2009 (“Predecessor”). On August 10, 2010, we formed United American Petroleum Corp. a company incorporated under the laws of the state of Nevada. United American Petroleum Corp.’s principal business is the acquisition and management of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. In these notes, the terms “United,” “Company,” “we,” “us,” “successor," or “our” mean United American Petroleum Corp.
On December 31, 2010, the Company entered into a Plan of Merger (the “Merger”) with Forgehouse, Inc. and their newly formed wholly-owned subsidiary United PC Acquisition Corp. Following the closing and pursuant to the Plan of Merger, effective as of December 31, 2010, the Company merged with and into United PC Acquisition Corp. with the Company surviving (the “Reverse Merger”). The Company, as a wholly-owned subsidiary of Forgehouse, Inc. was then merged with and into Forgehouse, Inc. and Forgehouse, Inc. changed its name to United American Petroleum Corp. For accounting purposes, the Merger was treated as a reverse merger and a recapitalization of United American Petroleum Corp.
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 (see Note 9).
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 (see Note 9).
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.
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.
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.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
2.
Summary of Significant Accounting Policies
Concentration of Credit Risk
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. Bad debt is recognized on an account-by-account review after all means of collection have been exhausted and recovery is not probable. There has been no bad debt expense for the period ended December 31, 2012 and 2011, 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, 2012 and December 31, 2011, was immaterial.
Revenue Recognition – Well Operator Income
The Company will record revenue for well operator income only on properties for which the Company has no ownership in accordance with ASC 605.
For properties in which the Company has ownership, well operator income amounts may be recorded as reductions of the costs incurred, to the extent of identifiable and specific costs of the specific services for which the Company has been reimbursed. No income in excess of those specific costs was recorded and the Company recorded no offset to the full cost pool.
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.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
2.
Summary of Significant Accounting Policies (Continued)
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
Unless otherwise indicated, the fair value of all reported assets and liabilities which represent financial instruments approximate the carrying values of such instruments due to their short-term maturity.
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 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, 2012, there were no outstanding employee stock options.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
2.
Summary of Significant Accounting Policies (Continued)
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
|
Recent Accounting Pronouncements
In September 2011, the FASB issued Accounting Standards Update No. 2011-08,
Intangibles - Goodwill and Other (Topic 350) - Testing Goodwill for Impairment
(ASU 2011-08), to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU 2011-08 is effective for us in fiscal 2012 and earlier adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU 2011-08 on our consolidated financial statements.
Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, consolidated financial position or cash flow.
3.
Going Concern
The Company has incurred a net loss and negative operating cash flows since inception through December 31, 2012. 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.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
4.
Reclassification
In accordance with the SEC’s Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company recorded a reclassification adjustment for year ended December 31, 2011 of $145,726 which served to reduce Administrative income, Lease operating expenses and General & Administrative expenses. This non-cash adjustment resulted from incorrectly recognizing revenue for administrative income collected from third party working interest owners of properties that were partially owned by the Company. As a result of the Company’s evaluation of this error under SAB 108, the Company determined that this error was not material in relation to the current year, but not material to the year ended December 31, 2011. Consequently, the December 31, 2011 income statement was adjusted to reflect the correction of this error. In evaluating materiality and determining the appropriateness of applying SAB 108 to this error, the Company considered materiality both qualitatively and quantitatively as prescribed by the SEC’s Staff Accounting Bulletin No. 99. The following table reflects the impact of the above error to the consolidated statements of operations as of and for the year ended December 31, 2011:
Certain amounts disclosed in prior periods have been reclassified to conform to current presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net loss or financial position in any of the periods presented.
A summary of these changes by category is as follows:
|
|
|
|
|
Reclassification
of Previously
Reported Activity
|
|
|
|
|
Oil and Gas sales
|
|
|
141,362
|
|
|
|
|
|
|
141,362
|
|
Well Operator Income
|
|
|
215,178
|
|
|
|
(145,726
|
)
|
|
|
69,452
|
|
TOTAL REVENUE
|
|
|
356,540
|
|
|
|
(145,726
|
)
|
|
|
210,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES (INCOME)
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
109,865
|
|
|
|
(46,476
|
)
|
|
|
63,389
|
|
Accretion expense
|
|
|
2,592
|
|
|
|
|
|
|
|
2,592
|
|
Depletion expense
|
|
|
19,225
|
|
|
|
|
|
|
|
19,225
|
|
General and administrative
|
|
|
922,628
|
|
|
|
(99,249
|
)
|
|
|
823,379
|
|
TOTAL OPERATING EXPENSES
|
|
|
1,054,310
|
|
|
|
(145,726
|
)
|
|
|
908,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS BEFORE OTHER EXPENSE
|
|
|
(697,770
|
)
|
|
|
-
|
|
|
|
(697,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
(289,291
|
)
|
|
|
|
|
|
|
(289,291
|
)
|
Gain (Loss) on embedded derivatives
|
|
|
(96,280
|
)
|
|
|
|
|
|
|
(96,280
|
)
|
NET INCOME
|
|
|
(1,083,341
|
)
|
|
|
-
|
|
|
|
(1,083,341
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
Related Party Receivable
As of December 31, 2012, the Company had a related party receivable in the amount of $13,196 due related to working interest amounts payable. This is a 51.31% (reduction) from an amount of $25,718 as of December 31, 2011. Our directors are also officers in this Company.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
6.
Embedded Derivative Liabilities
Conversion Option Liability
As described in Note 14, 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 a 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. See Note 8 for a reconciliation of the changes in fair value of the Company’s embedded derivative.
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 $2,258,376 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 year ended December 31, 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 $2,258,376. This amount was recorded to additional paid-in capital.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
7.
Detachable Warrants
As described in Note 14, 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 sixth 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.
A summary of warrant activity for the period from December 31, 2011 through December 31, 2012 is presented below:
|
|
Number of
Warrants
|
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contract Term
|
Outstanding December 31, 2011
|
|
|
2,185,000
|
|
|
$
|
1.00
|
|
3.45 years
|
Issued
|
|
|
615,000
|
|
|
$
|
1.00
|
|
4.17 years
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
-
|
Outstanding December 31, 2012
|
|
|
2,800,000
|
|
|
$
|
1.00
|
|
3.61 years
|
Exercisable, December 31, 2012
|
|
|
2,800,000
|
|
|
$
|
1.00
|
|
3.61 years
|
|
|
|
|
|
|
|
|
|
|
Shares Reserved for Future Issuance
The Company has reserved shares for future issuance upon of its warrants as follows:
Warrants
|
2,800,000
|
Reserved shares at December 31, 2012
|
2,800,000
|
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
7.
Detachable Warrants (Continued)
December 31, 2010 – Convertible Note Installments (First Financing)
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.
As described in Note 5, during fiscal year 2012, these notes associated with the first financing were converted into share of common stock.
October 14, 2011 – Convertible Note Installments (Second Financing)
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 6, during fiscal year 2012, these notes associated with the second financing were converted into shares of common stock.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
8.
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).
|
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.
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
2012- Conversion option liability
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
2011- Conversion option liability
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,138,989
|
|
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
8.
Fair Value (Continued)
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:
Beginning balance January 1, 2011
|
|
$
|
116,905
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
January 20, 2011, $150,000 convertible note
|
|
|
333,652
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
March 9, 2011, $250,000 convertible note
|
|
|
376,698
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
June 20, 2011, $75,000 convertible note
|
|
|
95,155
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
June 30, 2011, $115,000 convertible note
|
|
|
142,246
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
October 14, 2011, $400,000 convertible note
|
|
|
504,896
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
November 29, 2011, $550,000 convertible note
|
|
|
655,150
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
December 19, 2011, $25,000 convertible note
|
|
|
29,690
|
|
|
|
|
|
|
Decrease in fair value of debt derivative
|
|
|
(1,115,403
|
)
|
|
|
|
|
|
|
|
|
|
|
Ending balance as of December 31, 2011
|
|
$
|
1,138,989
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
February 10, 2012, $150,000 convertible note
|
|
|
189,052
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
March 30, 2012, $250,000 convertible note
|
|
|
514,784
|
|
|
|
|
|
|
Initial recognition of debt derivative from issuance of
June 4, 2012, $215,000 convertible note
|
|
|
325,831
|
|
|
|
|
|
|
Mark to market of debt derivative
|
|
|
2,325,015
|
|
Other
|
|
|
1,017
|
|
|
|
|
|
|
Total debt derivative preceding conversion
|
|
|
4,494,688
|
|
|
|
|
|
|
Reduction of debt derivative from conversion
|
|
|
(4,494,688
|
)
|
|
|
|
|
|
Debt derivative as of December 31, 2012
|
|
$
|
-
|
|
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.
During the year ended December 31, 2011, the loss on embedded derivatives of $96,280 in the consolidated statement of operations consisted of a gain on the change in fair value of $1,115,403 noted above and a loss of $1,211,683 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.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
8.
Fair Value (Continued)
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. See Note 6 for Black Scholes Option Pricing Model inputs.
9.
Oil and Gas Properties
During the twelve months ended December 31, 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.
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, among other things, that United American Petroleum Corp. shall purchase a 28% working interest, and a 26% revenue interest to certain existing wells and to certain leases located in Texas.
On January 28, 2011, United American Petroleum Corp. entered and closed a purchase and sale agreement with Patriot Minerals, LLC, a Texas limited liability company for a $5,000 payment to a consultant. The Purchase Agreement provides, among other things, that United American Petroleum Corp. shall purchase multiple undivided working interests to certain existing wells and to certain leases located in Texas. In connection with the Purchase Agreement, United American Petroleum Corp. formed a wholly owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating the various interests set forth in the Purchase Agreement. The properties purchased from Patriot Minerals by United American Petroleum Corp. are producing at December 31, 2011. The Company is currently undergoing various reserve studies to assess potential production and to continue the development of the wells purchased.
On January 28, 2011, United American Petroleum Corp. entered and closed a purchase, sale and participation agreement with Gabriel Rosser, LP (“Gabriel”). The purchase agreement provided for the Company to purchase Gabriel's undivided 50.83% working interest and 39.131% revenue interest in the Gabriel 2 SWD Gabriel 3, 4, 5, 9, 15, Rosser #2 and #4 and Koi #1wells in exchange for consideration of $10 and the assumed and paid $84,975 of liabilities, which were owed to certain vendors of Gabriel. The properties purchased from Gabriel Rosser, LP by United American Petroleum Corp. are unevaluated and non-producing as of December 31, 2011, and the Company is currently undergoing various reserve studies to assess potential production and develop the wells purchased.
On November 4, 2011, United American Petroleum Corp. entered into and closed an Agreement with Alamo Energy Corp., a Nevada corporation pursuant to which United American acquired a 75% working interest in an oil and gas lease totaling approximately 110 gross acres located in Frio County, Texas and all wellbores and personal property related thereto for the total purchase price of $160,000. The Company currently has a 100% working interest in the Lozano lease, which is a producing property with three wells.
On November 30, 2011, the Company entered into and closed an agreement with McKenzie Oil Corp. pursuant to which United American acquired a 100% working interest in what is designated as the McKenzie State Well No. 1, located in Pecos County, Texas, in exchange for an aggregate cash sum of $550,000 and 50,000 shares of the Company’s common stock valued at $40,500. The McKenzie well currently has one producing well valued at $80,655. The remaining wells are classified as unproved.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
10.
Related Party Payable
The related party payables were fully paid in December 2011.
11.
Note Payable – Related Party
As part of the Reverse Merger, the Company assumed two notes payable owed to an individual who is a shareholder of the Company. The notes payable are unsecured and each has a face value of $25,000 with a fixed interest rate of 10% per annum. The notes payable were due on demand and were fully paid in January 2011.
12.
Other Payable
As of December 31, 2012, United Operating, LLC received cash in the amount of $451,939 to perform work on behalf of various working interest owners including repairs, drilling and production related costs.
13.
Convertible Note Payable
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 granted warrants to purchase 550,000 shares in connection with the second installment.
The third installment of $25,000 was delivered on December 19, 2011 and we granted warrants to purchase 25,000 shares in connection with the third installment.
The fourth installment of $150,000 was delivered on February 10, 2012 and we granted warrants to purchase 150,000 shares in connection with the fourth installment.
The fifth installment of $250,000 was delivered on March 30, 2012 and we granted warrants to purchase 250,000 shares in connection with the fifth installment.
The sixth installment of $215,000 was delivered on June 4, 2012 and we granted warrants to purchase 430,000 shares in connection with the sixth installment.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
13.
Convertible Note Payable (Continued)
Using a pro rata contribution, the Company allocated the proceeds of the February 10, 2012, March 30, 2012 and June 4, 2012, convertible notes (which were delivered during the nine months ended September 30, 2012) first to the relative fair value of the warrants and the remainder to the fair value of the embedded derivative on the date of grant as follows:
|
|
February 10,
2012
|
|
|
March 30,
2012
|
|
|
June 4,
2012
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proceeds
|
|
$
|
150,000
|
|
|
$
|
250,000
|
|
|
$
|
215,000
|
|
|
$
|
615,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion Option Liability
|
|
|
189,052
|
|
|
|
514,783
|
|
|
|
325,831
|
|
|
|
1,029,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relative Fair Value of Warrants
|
|
|
61,354
|
|
|
|
130,853
|
|
|
|
97,313
|
|
|
|
289,520
|
|
Total Fair Value of Derivative
|
|
|
250,406
|
|
|
|
645,636
|
|
|
|
423,144
|
|
|
|
1,319,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Discount
|
|
|
(150,000
|
)
|
|
|
(250,000
|
)
|
|
|
(215,000
|
)
|
|
|
(615,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on debt derivative
|
|
$
|
100,406
|
|
|
$
|
395,636
|
|
|
$
|
208,144
|
|
|
$
|
704,186
|
|
During the years ended December 31, 2012 and 2011, the Company amortized $2,155,448 and $168,935 of the debt discount to interest expense. The debt discount from the convertible notes was immediately expensed upon the conversion of the convertible notes during the period ended December 31, 2012.
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.
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%.
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 dated 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.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
14.
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.
|
|
Year ended
December 31,
2012
|
|
|
Year ended
December 31,
2011
|
|
Beginning of the period
|
|
$
|
56,012
|
|
|
$
|
15,465
|
|
Liabilities incurred
|
|
|
9,790
|
|
|
|
37,955
|
|
Accretion expense
|
|
|
3,514
|
|
|
|
2,592
|
|
Balance at end of the period
|
|
$
|
69,316
|
|
|
$
|
56,012
|
|
15.
Equity
Fiscal Year 2012
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.
As described in Note 6, during the year ended December 31, 2012, certain notes payables were converted into 6,034,542 shares of common stock. See Note 17 related to share based compensation issued by the Company in fiscal year 2012.
Fiscal Year 2011
On November 29, 2011, the Company issued 50,000 shares of common stock as consideration for the McKenzie working interest for $40,500 (0.81 per share).
16.
Share Based Compensation
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 $0.10 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.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
17.
Income taxes
As of December 31, 2012, our deferred tax asset amounting to $264,635 primarily related to our net operating losses of $794,519. 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.
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.
18.
Supplemental Oil and Gas Reserve Information
Company Reserve Estimates.
Our proved reserve information as of 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, 2012 through December 31, 2012, 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 officer and director, acted as the liaison with the technical persons at Nova and Mire.
Reserve Technologies.
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 extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. To achieve reasonable certainty, Nova and Mire employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps and available down well and production data, seismic data, well test data.
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, 2012. The determination of oil and gas reserves is based on estimates, which are highly complex and interpretive. The estimates are subject to continuing changes as additional information becomes available.
The following table sets forth the proved developed and proved undeveloped reserves for the three year period ended December 31, 2012.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
18.
Supplemental Oil and Gas Reserve Information (Continued)
Reserve Category
|
|
At December 31,
2012
|
|
|
At December 31,
2011
|
|
|
At December 31,
2010
|
|
Proved Developed:
|
|
|
|
|
|
|
|
|
|
Crude Oil (Bbls)
|
|
|
61,180
|
|
|
|
29,802
|
|
|
|
2,274
|
|
Natural Gas (Mcf)
|
|
|
29,360
|
|
|
|
46,536
|
|
|
|
-
|
|
Total Oil Equivalent (BOE)
|
|
|
66,073
|
|
|
|
37,558
|
|
|
|
2,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Undeveloped:
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil (Bbls)
|
|
|
-
|
|
|
|
8,528
|
|
|
|
1,806
|
|
Natural Gas (Mcf)
|
|
|
-
|
|
|
|
2,870
|
|
|
|
-
|
|
Total Oil Equivalent (BOE)
|
|
|
-
|
|
|
|
9,006
|
|
|
|
1,806
|
|
The following table sets forth purchase, production and reserve adjustment activities for the three year period ended December 31, 2012.
Reserved Quantity
|
|
Oil (BBLS)
|
|
|
Natural Gas (MCF)
|
|
Balance, August 10, 2010
|
|
|
-
|
|
|
|
-
|
|
Purchases
|
|
|
4,204
|
|
|
|
-
|
|
Production
|
|
|
(124
|
)
|
|
|
-
|
|
Balance, December 31, 2010
|
|
|
4,080
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
35,560
|
|
|
|
49,948
|
|
Production
|
|
|
(1,310
|
)
|
|
|
(542
|
)
|
Balance, December 31, 2011
|
|
|
38,330
|
|
|
|
49,406
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
|
|
|
|
|
|
Production
|
|
|
5,823
|
|
|
|
1,404
|
|
Adjustments to existing reserves
|
|
|
22,850
|
|
|
|
(20,046
|
)
|
Balance, December 31, 2012
|
|
|
67,003
|
|
|
|
30,764
|
|
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, 2012 was $94.71 per bbl of oil and $2.85 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.
Standardized Measure of Future Net Cash Flows:
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
|
December 31, 2010
|
|
Future cash flows
|
|
$
|
5,962,350
|
|
|
$
|
3,278,186
|
|
|
$
|
231,430
|
|
Future production and development costs
|
|
|
(3,484,120
|
)
|
|
|
(1,377,560
|
)
|
|
|
(90,258
|
)
|
Future income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Future net cash flows before discount
|
|
|
2,478,230
|
|
|
|
1,900,626
|
|
|
|
141,172
|
|
10% discount to percent value
|
|
|
(1,133,720
|
)
|
|
|
(769,576
|
)
|
|
|
(61,484
|
)
|
Standardized measure of discounted future net cash flows
|
|
$
|
1,344,510
|
|
|
$
|
1,131,050
|
|
|
|
79,688
|
|
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
18.
Supplemental Oil and Gas Reserve Information (Continued)
Changes in the Standard Measure of Discounted Cash Flows:
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
|
December 31,
2010
|
|
Standardized measure of discounted future net cash flows
beginning of period
|
|
$
|
1,131,050
|
|
|
$
|
79,688
|
|
|
$
|
-
|
|
Purchases of reserves in place
|
|
|
-
|
|
|
|
1,064,368
|
|
|
|
-
|
|
Extension and discoveries, net of future production
and development costs
|
|
|
112,227
|
|
|
|
-
|
|
|
|
89,901
|
|
Sales of oil and gas produced, net of production costs
|
|
|
(111,914
|
)
|
|
|
(31,497
|
)
|
|
|
(10,213
|
)
|
Extension and discoveries, net of future production
and development costs
|
|
|
113,105
|
|
|
|
7,969
|
|
|
|
-
|
|
Revisions of previous quantity estimates
|
|
|
1,465,199
|
|
|
|
(68,859
|
)
|
|
|
-
|
|
Net change in prices and production costs
|
|
|
(1,186,254
|
)
|
|
|
26,611
|
|
|
|
-
|
|
Net change in income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Changes in timing and other
|
|
|
(178,903
|
)
|
|
|
52,770
|
|
|
|
-
|
|
Standardized measure of discounted future net cash flows end of period
|
|
$
|
1,344,510
|
|
|
$
|
1,131,050
|
|
|
$
|
79,668
|
|
The information required by Items 1204 to 1208 of Regulation S-K are provided as follows:
Production.
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 of oil and 1,404 Mcf (thousand cubic feet) of gas on a net basis.
For the year ended December 31, 2011, we only had production from our interest in the Lozano lease located in Frio County, Texas. The Company produced approximately 1,310 barrels and 542 Mcf on a net basis.
Drilling Activity.
During the month of December 2011 and January 2012, we conducted unsuccessful drilling activity in Texas on the Gabriel #16 well to test an anticipated payzone in the Serpentine formation. Based upon the Company’s current working capital and access to funding, the Company does not plan to conduct any new drilling during 2013. The Company will focus on increasing existing producing properties and production from workover ventures on existing wells.
UNITED AMERICAN PETROLEUM CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
18.
Supplemental Oil and Gas Reserve Information (Continued)
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.
|
|
December 31, 2012
|
|
|
|
Oil
|
|
|
Gas
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
United States - Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross & Net Productive Wells
|
|
|
88
|
|
|
|
11
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross & Net Developed Acreage
|
|
|
1,553
|
|
|
|
480
|
|
|
|
325
|
|
|
|
149
|
|
Gross & Net Undeveloped Acreage
|
|
|
1,572
|
|
|
|
344
|
|
|
|
557
|
|
|
|
29
|
|
|
|
December 31, 2011
|
|
|
|
Oil
|
|
|
Gas
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
United States - Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross & Net Productive Wells
|
|
|
88
|
|
|
|
11
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross & Net Developed Acreage
|
|
|
1,553
|
|
|
|
480
|
|
|
|
325
|
|
|
|
149
|
|
Gross & Net Undeveloped Acreage
|
|
|
1,572
|
|
|
|
344
|
|
|
|
557
|
|
|
|
29
|
|
|
|
December 31, 2011
|
|
|
|
Oil
|
|
|
Gas
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
United States - Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross & Net Productive Wells
|
|
|
3
|
|
|
|
11
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross & Net Developed Acreage
|
|
|
110
|
|
|
|
83
|
|
|
|
-
|
|
|
|
-
|
|
Gross & Net Undeveloped Acreage
|
|
|
453
|
|
|
|
91
|
|
|
|
-
|
|
|
|
-
|
|
19.
Subsequent Events
During the three month period ended March 31, 2013, the Company secured certain funding from external sources including two convertible notes payable in the amount of $100,000 and $50,000.
The Company solicited $114,000 of funds from working interest partners to cover non-consenting working interest partners portions of workover costs on the Merrick Davis, Crouch and Lane Heady properties. As of the date of this report, the Company has completed workovers on these properties and is awaiting production results.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
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, 2012.
Annual report on internal control over financial reporting.
Mr. 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, 2012. 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, 2012, our internal control over financial reporting is not effective based on those criteria, due to the following:
●
|
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, 2012.
|
●
|
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, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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
|
32
|
Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director
|
Ryan Hudson
|
36
|
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. From October 15, 2010 to December 31, 2010, the date the Merger Transaction closed, Mr. Carey was the Chief Executive Officer of United. Prior to joining United, 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.
Director Qualifications:
Mr. Carey has extensive industry knowledge as well as a deep knowledge of the Company’s operations. Mr. Carey’s industry experience brings valued insight to all facets of the 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. From October 15, 2010 to December 31, 2010, the date the Merger Transaction closed, Mr. Hudson was the Chief Operating Officer of United. Prior to joining United, 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.
Director Qualifications:
Mr. Hudson has extensive industry knowledge as well as a deep knowledge of the Company’s operations. Mr. Hudson’s industry experience brings valued insight to all facets of the 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 as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. 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.
Board Meetings and Annual Meeting.
During the fiscal year ended December 31, 2012, our Board of Directors held 3 meetings. We did not hold an annual meeting in 2012. Each director attended at least 75% of the total number of meetings of the board.
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 years ended December 31, 2012, 2011 and 2010, except that:
(a)
(b)
|
Ryan Hudson, our Chief Operating Officer, Secretary and Director, and a greater than ten percent shareholder of the Company inadvertently did not timely file (i) a Form 3 relating to his initial ownership of the Company’s common stock on December 31, 2010, which Form 3 was not filed until January 10, 2011; and (ii) a Form 4 filing relating to the transfer by him of 500,000 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
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 3 relating to his initial ownership of the Company’s common stock on December 31, 2010, which Form 3 was not filed until January 10, 2011; and (ii) a Form 4 filing relating to the transfer by him of 500,000 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.
|
Item 11. Executive Compensation.
Summary Compensation Table.
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 ending December 31, 2012 and 2011.
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year Ended
|
Salary
$
|
Bonus
$
|
Stock Awards
$
|
Option Awards
$
|
Non-Equity Incentive Plan Compensation
$
|
Nonqualified Deferred Compensation Earnings $
|
All Other Compensation
$
|
Total
$
|
Michael Carey, Chief Executive Officer, and President
|
2012
|
$100,000
|
None
|
$0.50 (2)
|
None
|
None
|
None
|
None
|
$100,000.50
|
|
2011
|
77,704
|
None
|
None
|
None
|
None
|
None
|
None
|
77,704
|
Ryan Hudson, Chief Operating Officer, and Secretary
|
2012
|
$100,000
|
None
|
$0.50 (2)
|
None
|
None
|
None
|
None
|
100,000.50
|
|
2011
|
76,954
|
None
|
None
|
None
|
None
|
None
|
None
|
76,954
|
Christian Negri, Former Treasurer(1)
|
2012
|
----
|
None
|
None
|
None
|
None
|
None
|
None
|
----
|
|
2011
|
59,538
|
None
|
None
|
None
|
None
|
None
|
None
|
59,538
|
(1)
|
On December 31, 2010, Christian Negri resigned his positions as President and Secretary. On February 28, 2012, Christian Negri resigned his positions as Treasurer and a Director.
|
(2)
|
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.
Michael Carey
On December 31, 2010, pursuant to the terms of the Merger Agreement, we assumed United’s employment agreement with Mr. Carey, dated October 15, 2010 (“Carey Employment Agreement”). Under the terms of the Carey Employment Agreement, Mr. Carey will receive a salary of $6,000 per month with incremental raises on a quarterly basis. Mr. Carey is not expected to receive any compensation from us for his service as a director. For the year ended December 31, 2012, Mr. Carey received a salary of $100,000. The Carey Employment Agreement has a term of three years expiring on October 15, 2013, provided that the agreement automatically extends for additional one year terms unless either party provides the other party at least ninety days prior notice of their intent not to renew. The Carey Employment Agreement also provides Mr. Carey the right to earn a bonus each year in the discretion of the Board of Directors. Pursuant to the Carey Employment Agreement, Mr. Carey agreed to not compete with the Company during the term of the agreement and to not solicit certain employees of the Company for a period of 12 months after the termination of the agreement. The agreement also required Mr. Carey to provide the Company the right of first refusal to purchase any interests of Trius Energy, LLC and 4 Phoenix Oil & Gas, LLC, entities which Mr. Carey beneficially owns, in the event he receives bona fide offers to sell such interests. If, during the term of the agreement, Mr. Carey’s employment is terminated either by the Company or Mr. Carey due to the death or disability of Mr. Carey, or by the Company other than for cause (as such term is defined in the agreement), the Company is required (subject to certain conditions) to pay Mr. Carey a severance benefit equal to three months of base salary.
Ryan Hudson
On December 31, 2010, pursuant to the terms of the Merger Agreement, we assumed United’s employment agreement with Mr. Hudson, dated October 15, 2010 (“Hudson Employment Agreement”). Under the terms of the Hudson Employment Agreement, Mr. Hudson will receive a salary of $6,000 per month with incremental raises on a quarterly basis. For the year ended December 31, 2012, Mr. Hudson received a salary of $100,000. The Hudson Employment Agreement has a term of three years expiring on October 15, 2013, provided that the agreement automatically extends for additional one year terms unless either party provides the other party at least ninety days prior notice of their intent not to renew. The Hudson Employment Agreement also provides Mr. Hudson the right to earn a bonus each year in the discretion of the Board of Directors. Pursuant to the Hudson Employment Agreement, Mr. Hudson agreed to not compete with the Company during the term of the agreement and to not solicit certain employees of the Company for a period of 12 months after the termination of the agreement. The agreement also required Mr. Hudson to provide the Company the right of first refusal to purchase any interests of Trius Energy, LLC and 4 Phoenix Oil & Gas, LLC, entities which Mr. Hudson beneficially owns, in the event he receives bona fide offers to sell such interests. If, during the term of the agreement, Mr. Hudson’s employment is terminated either by the Company or Mr. Hudson due to the death or disability of Mr. Hudson, or by the Company other than for cause (as such term is defined in the agreement), the Company is required (subject to certain conditions) to pay Mr. Hudson a severance benefit equal to three months of base salary.
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, 2012, 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, 2012, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:
Option Awards
|
Stock Awards
|
Name
|
Number of Securities Underlying Unexercised Options
# Exercisable
|
# Un-exercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units of Stock Not Vested
|
Market Value of Shares or Units Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Nested
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights Not Vested
|
Michael Carey
Chief Executive Officer, President, Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Ryan Hudson
Chief Operating Officer, Secretary,
Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Christian Negri
Former Treasurer, Director*
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
* On February 28, 2012, Christian Negri resigned his positions as Treasurer and a Director.
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.
Stock Options/SAR Grants
. No grants of stock options or stock appreciation rights were made during the fiscal year ended December 31, 2012.
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, 2012, 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.
Name
|
Fees Earned or Paid in Cash
|
Stock Awards
$
|
Option Awards
$
|
Non-Equity Incentive Plan Compensation
$
|
Non-Qualified Deferred Compensation Earnings
$
|
All Other Compensation
$
|
Total
$
|
Michael Carey
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Ryan Hudson
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Christian Negri*
|
-
|
-
|
-
|
-
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-
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-
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-
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* On February 28, 2012, Christian Negri resigned his positions as Treasurer and a Director.
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 14, 2013,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 14, 2013 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.
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Shares of Common Stock Beneficially Owned
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Shares of Series B Preferred Stock Beneficially Owned
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Total Voting Shares Beneficially Owned (2)
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Name and Address of Beneficial Owner
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Number
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Percentage
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Number
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Percentage
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Number
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Percentage
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Officers and Directors
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Michael Carey
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6,450,000 (1)
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12.8%
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500
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50%
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32,647,109 (2)
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31.8%
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Ryan Hudson
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6,350,000 (3)
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12.6%
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500
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50%
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32,547,109 (2)
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31.7%
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(All of the Officers and Directors as a Group (2 persons))
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12,800,000
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25.6%
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1,000
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100%
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64,876,769
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63.5%
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5% Shareholders
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Mighty Falcon Ltd (4)
Room 1004, Harvest Building
29-37 Wing Kut Street
Central K3, Hong Kong
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6,950,000
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13.9%
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-
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-
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6,950,000
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6.8%
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VP Bank (Switzerland) Ltd. (5)
Bleicherweg 50, Zurich, Switzerland 8027
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3,930,481(6)
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7.6%
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-
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-
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3,930,481
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3.8%
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Yaksha Industries Inc. (7)
Hunkins Waterfront Plaza
Main Street
PO Box 556
Charlestown, Nevis, West Indies
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4,051,173 (8)
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7.8%
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-
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-
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4,051,173
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3.9%
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Percentage ownership in the table above is based on 50,339,543 shares of common stock issued and outstanding, 1,000 shares of Series B Preferred Stock issued and outstanding, which have the right to vote 52,394,218 voting shares (see Note 2), resulting in a total of 102,733,761 total voting shares outstanding as of April 14, 2013.
(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, equal to 52,394,218 voting shares as of April 14, 2013.
(3) Includes 5,000,000 shares of common stock held in the name of CHITEX Family Limited Partnership, which entity and therefore which shares, are beneficially owned by Mr. Carey.
(4) Bill Cheung holds voting and dispositive power over the shares of Mighty Falcon Ltd.
(5) The information for VP Bank (Switzerland) Ltd. is based on the list of record holders maintained by our stock transfer agent. Such shareholder has not filed a Schedule 13G with the SEC disclosing it has greater than five percent ownership of the Company’s common stock. The Company is not aware of the beneficial owner of the shares held by VP Bank (Switzerland) Ltd.
(6) Includes warrants to purchase 1,210,000 shares of the Company’s common stock at an exercise price of $1.00 per share.
(7) The information for Yaksha Industries Inc. is based on the list of record holders maintained by our stock transfer agent. Such shareholder has not filed a Schedule 13G with the SEC disclosing it has greater than five percent ownership of the Company’s common stock. The Company is not aware of the beneficial owner of the shares held by Yaksha Industries Inc.
(8) Includes warrants to purchase 1,590,000 shares of the Company’s common stock at an exercise price of $1.00 per share.
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. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions.
As part of the Merger Transaction, we also assumed two notes payable owed to an individual who is a shareholder. The notes payable are unsecured and each has a face value of $25,000 with a fixed interest rate of 10.00% per annum. The notes payable are due on demand and there is a total of $11,130 of accrued and unpaid interest owed as of December 31, 2010. Both of these notes were repaid in full on January 7, 2011.
As of December 31, 2012, the Company had a related party receivable in the amount of $13,196 due from two Companies with working interest amounts payable. This is a 51.31% (reduction) from an amount of $25,718 as of December 31, 2011. 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 intend to 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. Principal Accountant Fees and Services.
Audit Fees.
The aggregate fees billed in the fiscal years ended December 31, 2012 and 2011 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 $77,000 and $91,000, respectively.
Tax Fees.
For the fiscal years ended December 31, 2012 and 2011, 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.
Item 15. Exhibits, Financial Statement Schedules.
(a)
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Documents filed as part of this report
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(1)
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All financial statements
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Index to Consolidated Financial Statements
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Page
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Report of Independent Registered Public Accounting Firm
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F-2
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Consolidated Balance Sheets as of December 31, 2012 and 2011
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F-3
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Consolidated Statements of Operations for the years ended December 31, 2012 and 2011
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F-4
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Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2012 and 2011
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F-5
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Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011
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F-6
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Notes to Consolidated Financial Statements
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F-8
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(2)
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Financial Statement Schedules
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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)
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Exhibits required by Item 601 of Regulation S-K
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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.
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United American Petroleum Corp.
a Nevada corporation
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April 16, 2013
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By:
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/s/ Michael Carey
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Michael Carey
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Its:
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Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director
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(Principal Executive, Financial and Accounting Officer)
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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:
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/s/ Michael Carey
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April 16, 2013
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Michael Carey
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Its:
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Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director
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By:
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/s/ Ryan Hudson
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April 16, 2013
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Ryan Hudson
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Its:
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Chief Operating Officer, Secretary and a Director
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Exhibit
Description of Exhibit
2.1
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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).
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2.2
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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).
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2.3
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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.
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2.4
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Agreement and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December 31, 2010. (1)
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2.5
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Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (1)
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3.1
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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)
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3.2
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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)
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3.3
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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)
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3.4
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Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed on April 15, 2005).
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3.5
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Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009.
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3.6
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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).
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3.7
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Articles of Merger between United PC Acquisition Corp. and United American Petroleum Corp.(1)
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3.8
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Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (1)
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10.1
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2008 Incentive Plan (incorporated by reference to Exhibit B of the Company’s definitive Information Statement on Schedule 14-C, filed January 2, 2008).
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10.2
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Form of Note and Warrant Purchase Agreement. (1)
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10.3
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Form of Senior Secured Convertible Promissory Note. (1)
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10.4
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Form of Warrant. (1)
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10.5
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Form of Security Agreement. (1)
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10.6
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Stock Cancellation Agreement by and among the Company and Christian Negri, dated as of December 31, 2010. (1)
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10.7
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Employment Agreement of Michael Carey. (1)
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10.8
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Employment Agreement of Ryan Hudson. (1)
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10.9
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Purchase Agreement by and between the Registrant and Patriot Minerals, LLC, dated January 28, 2011. (2)
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10.10
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Sale and Participation Agreements by and between the Registrant and Gabriel Rosser, LP, dated January 28, 2011. (2)
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10.11
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Form of Note and Warrant Purchase Agreement. (3)
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10.12
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Form of Convertible Promissory Note. (3)
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10.13
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Form of Warrant. (3)
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10.14
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Purchase and Sale Agreement by and between the Registrant and Alamo Energy Corp. dated October 28, 2011. (4)
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10.15
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Purchase and Sale Agreement by and between the Registrant and McKenzie Corp. dated November 30, 2011. (5)
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10.16
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$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)
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10.17
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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)
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10.18
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$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)
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21
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List of Subsidiaries (6)
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23.1
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Consent of Mire and Associates, Inc. (6)
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31.1
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Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (6)
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32.1
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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. (7)
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99.1
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Reserve Reports of Properties located in Duval, Erath, Frio, Gonzales, Medina, Navarro, Pecos, Shackelford, and Wilbarger Counties, Texas (6)
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101.INS
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XBRL Instance Document (#)
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101.SCH
|
XBRL Taxonomy Schema (#)
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101.CAL
|
XBRL Taxonomy Calculation Linkbase (#)
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101.DEF
|
XBRL Taxonomy Definition Linkbase (#)
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101.LAB
|
XBRL Taxonomy Label Linkbase (#)
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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.
(7) Furnished herewith.
(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections..
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