Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Carey Michael Douglas	2. Issuer Name and Ticker or Trading Symbol United American Petroleum Corp. [UAPC]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) CEO, President, CFO
(Last) (First) (Middle) 9600 GREAT HILLS TRAIL, SUITE 150W	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2013
(Street) AUSTIN, TX 78759 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2012		J4 ⁽³⁾	100000	D	⁽³⁾	1350000	D
Common Stock	1/22/2013		J4 ⁽¹⁾	550000	D	⁽¹⁾	1350000	D
Common Stock							5000000	I	Through Carey Partners Ltd.

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right of Repurchase ⁽²⁾	$0.001	1/22/2013		J4 ⁽²⁾	100000		7/22/2013	8/21/2013	Common Stock	100000	⁽²⁾	0	D

Explanation of Responses:
( 1)	On January 22, 2013, the Reporting Person agreed to transfer 550,000 shares of common stock which he held to a third party in consideration for the third party dismissing a lawsuit against the Reporting Person, an entity related to the Reporting Person and another officer and director, which lawsuit was not in connection with and did not affect UAPC. The transfer of the shares and an identical number of shares from another officer and director included a right to repurchase (see footnote 2, below).
( 2)	The Reporting Person, along with another officer and director, has the right to repurchase for a period of thirty days, at $0.001 per share, an aggregate of 100,000 shares of common stock in the event the closing price of UAPC's common stock on the Over-The-Counter Bulletin Board on July 22, 2013 is equal to or greater than $0.146 per share.
( 3)	These shares were collateral for a loan made by a third party to Mr. Carey. Upon default of the loan, the shares were assigned to the lender.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carey Michael Douglas 9600 GREAT HILLS TRAIL SUITE 150W AUSTIN, TX 78759	X	X	CEO, President, CFO

Signatures
Michael Carey		2/14/2014
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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