Attached files
As Filed With the Securities and Exchange Commission on May 1, 2012
Registration No. 333-180164
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
Amendment No. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN OIL & GAS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
1382
(Primary Standard Industrial Classification Code Number)
99-0372611
(IRS Employer Identification No.)
Suite 400 - 601 West Broadway
Vancouver, BC V5Z 4C2
americanoilngas@gmail.com
Telephone & Facsimile (888)609-1173
(Address and telephone number of registrant's principal executive offices)
Resident Agents of Nevada
711 S. Carson Street #4
Carson City, NV 89701
Telephone (775)882-4641 Facsimile (775)882-6818
(Name, address and telephone number of agent for service)
With copies to:
Kevin M. Murphy, Attorney at Law
6402 Scott Lane
Pearland, TX 77581
info@kevinmurphylaw.com
Telephone (281)804-1174
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price (3) Fee (1)
--------------------------------------------------------------------------------
Common Stock 10,000,000 $.005 $50,000 $5.73
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(1) Registration Fee has been paid via Fedwire.
(2) This is the initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $0.001 per share.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
AMERICAN OIL & GAS INC.
10,000,000 SHARES OF COMMON STOCK AT $.005 PER SHARE
This is the initial offering of common stock of American Oil & Gas Inc. ("AO&G")
and no public market currently exists for the securities being offered. We are
offering for sale a total of 10,000,000 shares of common stock at a price of
$0.005 per share (the "Offering"). The Offering is being conducted on a
self-underwritten, all-or-none basis, which means our officer and director will
attempt to sell the shares and we will not be able to spend any of the proceeds
unless all the shares are sold and all proceeds are received. We intend to open
a standard, non-interest bearing, bank account to be used only for the deposit
of funds received from the sale of the shares in this Offering. When the
Offering is complete the funds will be transferred to our business account for
use in the implementation of our business plan. If all the shares are not sold
and the total offering amount is not deposited by the expiration date of the
Offering, the funds will be promptly returned to the investors (within 3
business days), without interest or deduction. However; since the funds will not
be placed into an escrow, trust or other similar account, any third party
creditor who may obtain a judgment or lien against us could satisfy the judgment
or lien by executing on the bank account where the Offering proceeds are being
held, resulting in a loss of any investment you make in our securities.
The shares will be sold at a price of $.005 per share for a period of one
hundred and eighty (180) days from the effective date of the Registration
Statement on Form S-1, of which this prospectus is a part, unless extended by
our board of directors for an additional 90 days. Subscriptions, once received
by the company, are irrevocable. The Offering will end on _____________, 2012.
(date to be added upon effectiveness).
AO&G is an exploration stage company and currently has no operations. AO&G
qualifies as an "emerging growth company" as defined in the Jumpstart our
Business Startups Act (the "JOBS Act"). Any investment in the shares offered
herein involves a high degree of risk. You should only purchase shares if you
can afford a loss of your investment. Our independent auditor has issued an
audit opinion for AO&G which includes a statement expressing substantial doubt
as to our ability to continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 4.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions To Us
--------- -------- ----------- -----
Common Stock $.005 $50,000 $0 $50,000
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Dated ____________________
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS........................................................ 3
General Information about Our Company...................................... 3
The Offering............................................................... 3
RISK FACTORS................................................................. 4
RISKS ASSOCIATED WITH OUR COMPANY............................................ 4
RISKS ASSOCIATED WITH THIS OFFERING..........................................10
USE OF PROCEEDS..............................................................12
DETERMINATION OF OFFERING PRICE..............................................13
DILUTION.....................................................................13
PLAN OF DISTRIBUTION.........................................................14
Offering will be Sold by Our Officer and Director..........................14
Terms of the Offering......................................................15
Deposit of Offering Proceeds...............................................16
Procedures for and Requirements for Subscribing............................16
DESCRIPTION OF SECURITIES....................................................16
INTEREST OF NAMED EXPERTS AND COUNSEL........................................17
DESCRIPTION OF OUR BUSINESS..................................................17
General Information........................................................18
Acquisition of the Lease...................................................18
Location, Access, Climate, Local Resources and Infrastructure..............18
History....................................................................19
Geological Setting.........................................................19
Competition................................................................20
Compliance with Government Regulations.....................................21
Patents, Trademarks, Franchises, Royalty Agreements, Labor Contracts.......23
Research and Development Costs during the last two years...................24
Employees and Employment Agreements........................................24
DESCRIPTION OF PROPERTY......................................................24
LEGAL PROCEEDINGS............................................................24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................24
WHERE YOU CAN FIND MORE INFORMATION..........................................26
FINANCIAL STATEMENTS.........................................................26
PLAN OF OPERATION............................................................27
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON.....................31
EXECUTIVE COMPENSATION.......................................................32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT................33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................34
INDEMNIFICATION..............................................................34
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SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "the Company" and "AO&G" are to American Oil &
Gas Inc.
American Oil & Gas, Inc. was incorporated in the State of Nevada on January 23,
2012 to engage in the acquisition, exploration and development of oil and gas
properties. We intend to use the net proceeds from this Offering to develop our
business operations. (See "Business of the Company" and "Use of Proceeds".) We
are an exploration stage company with no revenues or operating history. The
principal executive offices are located at Suite 400 - 601 West Broadway,
Vancouver, BC V5Z 4C2. The telephone number is 888-609-1173.
We received our initial funding of $10,000 through the sale of common stock to
our officer, Mr. Robert Gelfand, who purchased 10,000,000 shares of our common
stock at $0.001 per share on January 23, 2012. From inception until the date of
this filing we have had limited operating activities. Our financial statements
from inception (January 23, 2012) through the year ended January 31, 2012 report
no revenues and a net loss of $565. Our independent auditor has issued an audit
opinion for AO&G which includes a statement expressing substantial doubt as to
our ability to continue as a going concern.
Our business is the location and leasing of existing wells for reactivation for
the production of oil and gas that we will then, through an operator, sell to
oil and gas brokers and gatherers. Reactivating wells involves locating once
producing wells that have been shut-in because the well did not produce enough
oil or gas at the time to be profitable. Due to the higher price of crude oil
and natural gas and utilizing new technology to increase flow rates these wells
can be reworked with the intent of making production profitable; however there
is no guarantee that our well will be profitable. Our first lease is a one
hundred percent interest in 40 acres located in Caddo Parrish, Louisiana. There
is currently one drilled well bore, the Cecil Barlow #1, on the property. We
have a report on the Caddo Parish Louisiana area prepared by a consulting
geologist which outlines the reservoir potential of the Caddo Pine Island Field,
in which our lease exists. We have not yet realized any revenues from the lease
and it may not contain any reserves and funds that we spend on exploration will
be lost.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
OFFERING
Securities Being Offered: 10,000,000 shares of common stock.
Price per Share: $0.005
Offering Period: The shares are offered for a period not to
exceed 180 days, unless extended by our board
of directors for an additional 90 days.
Net Proceeds: $50,000
Securities Issued And 10,000,000 shares of common stock were issued
Outstanding: and outstanding as of the date of this
prospectus.
Registration Costs: We estimate our total Offering registration
costs to be $6,000.
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RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this Offering.
RISKS ASSOCIATED WITH OUR COMPANY
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.
We were incorporated in January 2012 and we have not started our proposed
business activities or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
was $565 from inception to January 31, 2012. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
* our ability to locate a profitable oil & gas property
* our ability to generate revenues
* our ability to reduce operating costs
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
reactivation of oil & gas properties. As a result, we may not generate revenues
in the future. Failure to generate revenues may cause us to suspend or cease
activities.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
ACQUISITION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.
Because we are small and do not have much capital, we must limit our acquisition
activity. As such we may not be able to lease as many properties as we would
like. In that event, a profitable oil or gas reserve may go undiscovered.
Without producing wells we cannot generate revenues and you will lose your
investment.
WE WILL BE RELIANT UPON AN OUTSIDE OPERATOR TO REWORK THE WELLS AND MONITOR THE
DAY TO DAY OPERATION. IF THE OPERATOR FAILS TO CARRY OUT THE TERMS OF OUR
AGREEMENT OR WE LOSE THE SERVICES OF THE OPERATOR OUR BUSINESS MAY FAIL.
The re-working of our current well and monthly maintenance of the well once
production commences will be carried out by an independent operator, Four Star
Oil Company. We have an operating agreement in place with Four Star Oil Company,
however their failure to live up to the terms of the agreement or an outright
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cancellation of the agreement could have an adverse effect on production and
future revenues, consequently our operations, earnings and ultimate financial
success may suffer irreparable harm as a result.
BECAUSE OUR SOLE OFFICER AND/OR DIRECTOR DOES NOT HAVE ANY FORMAL TRAINING
SPECIFIC TO THE TECHNICALITIES OF OIL AND GAS EXPLORATION, THERE IS A HIGHER
RISK OUR BUSINESS WILL FAIL.
Our sole officer and director is Robert Gelfand. Mr. Gelfand has no formal
training as a geologist or in the technical aspects of management of an oil and
gas company. His prior business experience has primarily been in venture capital
for development and start-up stage companies. With no direct training or
experience in these oil and gas industry, he may not be fully aware of the
specific requirements related to working within this industry. His decisions and
choices may not take into account standard engineering or managerial approaches
oil and gas companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to his lack of
experience in this industry.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 5 TO 10% OF HIS TIME OR APPROXIMATELY TWO TO FOUR HOURS PER
WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN
PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Because our officer and director has other outside business activities and will
only be devoting 5 to 10% of his time or two to four hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to our officer and director. As a result our business plan may be
periodically interrupted or suspended.
OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY STOCKHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
After the completion of this Offering, our executive officer and director will
own 50% of our common stock. He will have significant influence in determining
the outcome of all corporate transactions, including the election of directors,
approval of significant corporate transactions, changes in control of the
company or other matters that could affect your ability to ever resell your
shares. His interests may differ from the interests of the other stockholders
and thus result in corporate decisions that are disadvantageous to other
stockholders.
OUR SOLE OFFICER AND DIRECTOR LIVES OUTSIDE THE UNITED STATES, MAKING IT
DIFFICULT FOR AN INVESTOR TO ENFORCE LIABILITIES IN FOREIGN JURISDICTIONS.
We are a Nevada corporation and, as such, are subject to the jurisdiction of the
State of Nevada and the United States courts for purposes of any lawsuit, action
or proceeding by investors herein. An investor would have the ability to effect
service of process in any action on the company within the United States.
However, since our officer and director resides outside the United States,
substantially all or a portion of his assets are located outside the United
5
States. As a result, it may not be possible for investors to effect service of
process within the United States upon him or to enforce any judgments obtained
in United States courts predicated upon the civil liability provisions of the
federal securities laws of the United States or any state thereof.
BECAUSE OUR SOLE OFFICER AND DIRECTOR LIVES IN VANCOUVER, CANADA, AND OUR
CURRENT WELL IS IN CADDO PARRISH, LOUISIANA, THERE MAY BE A HIGHER RISK THAT OUR
BUSINESS MAY FAIL.
The distance from where our sole officer and director lives, and where the well
operations are located, may create a detrimental situation due to lack of
oversight. Though we have an operating agreement with Four Star Oil to monitor
the well production, there is no assurance that it will be carried out properly
without direct oversight by our officer and director. This could have an adverse
effect on production and future revenues, consequently our operations, earnings
and ultimate financial success may suffer irreparable harm as a result.
RISKS RELATING TO THE OIL AND NATURAL GAS INDUSTRY AND OUR BUSINESS
A SUBSTANTIAL OR EXTENDED DECLINE IN OIL AND NATURAL GAS PRICES MAY ADVERSELY
AFFECT OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS AND OUR
ABILITY TO MEET OUR CAPITAL EXPENDITURE OBLIGATIONS AND FINANCIAL COMMITMENTS.
The prices we may receive in the future for our oil and natural gas production
will heavily influence our revenue, profitability, access to capital and future
rate of growth. Oil and natural gas are commodities and, therefore, their prices
are subject to wide fluctuations in response to relatively minor changes in
supply and demand. Historically, the markets for oil and natural gas have been
volatile. These markets will likely continue to be volatile in the future. The
prices we may receive for any future production, and the levels of the
production, depend on numerous factors beyond our control. These factors
include, but are not limited to, the following:
* changes in global supply and demand for oil and natural gas;
* the actions of the Organization of Petroleum Exporting Countries, or
OPEC;
* the price and quantity of imports of foreign oil and natural gas;
* political conditions, including embargoes, in or affecting other
oil-producing activity;
* the level of global oil and natural gas exploration and production
activity;
* the level of global oil and natural gas inventories;
* weather conditions;
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* technological advances affecting energy consumption; and
* the price and availability of alternative fuels.
Lower oil and natural gas prices may not only decrease any prospective revenues
on a per share basis but also may reduce the amount of oil and natural gas that
we may be able to produce economically. Lower prices will also negatively impact
the value of a proven reserve when and if we are able to find them. A
substantial or extended decline in oil or natural gas prices may materially and
adversely affect our future business, financial condition, results of
operations, liquidity or ability to finance planned capital expenditures.
PRODUCTION OF OIL AND NATURAL GAS ARE HIGH RISK ACTIVITIES WITH MANY
UNCERTAINTIES THAT COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS.
Our future success will depend on the success of exploitation, development and
production activities. Oil and natural gas production activities are subject to
numerous risks beyond our control, including the risk that an existing well will
not result in commercially viable oil or natural gas production. Our decisions
to lease, develop or otherwise exploit prospects or properties will depend in
part on the evaluation of data obtained through geophysical and geological
analyses, production data and engineering studies, the results of which are
often inconclusive or subject to varying interpretations.
IF OUR ASSESSMENT OF OUR LEASED PROPERTY, OR ANY FUTURE LEASED PROPERTIES, IS
MATERIALLY INACCURATE, IT COULD HAVE SIGNIFICANT IMPACT ON FUTURE OPERATIONS AND
EARNINGS.
The successful acquisition of producing properties requires assessments of many
factors, which are inherently inexact and may be inaccurate, including the
following:
* the amount of recoverable reserves;
* future oil and natural gas prices;
* estimates of operating costs;
* estimates of future development costs;
* estimates of the costs and timing of plugging and abandonment; and
* potential environmental and other liabilities.
Our assessment will not reveal all existing or potential problems, nor will it
permit us to become familiar enough with the properties to assess fully their
capabilities and deficiencies.
7
IF OIL AND NATURAL GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITE-DOWNS
OF THE CARRYING VALUE OF OUR OIL AND NATURAL GAS PROPERTY, POTENTIALLY
NEGATIVELY IMPACTING THE TRADING VALUE OF OUR SECURITIES.
Accounting rules require that we review periodically the carrying value of our
oil and natural gas property for possible impairment. Based on specific market
factors and circumstances at the time of prospective impairment reviews, and the
continuing evaluation of development plans, production data, economics and other
factors, we may be required to write down the carrying value of our oil and
natural gas property. A write-down could constitute a non-cash charge to
earnings. It is likely the cumulative effect of a write-down could also
negatively impact the trading price of our securities.
RESERVE ESTIMATES DEPEND ON MANY ASSUMPTIONS THAT MAY TURN OUT TO BE INACCURATE.
ANY MATERIAL INACCURACIES IN THESE RESERVE ESTIMATES OR UNDERLYING ASSUMPTIONS
WILL MATERIALLY AFFECT THE QUANTITIES AND PRESENT VALUE OF OUR RESERVES.
The process of estimating oil and natural gas reserves is complex. It requires
interpretations of available technical data and many assumptions, including
assumptions relating to economic factors. Any significant inaccuracies in these
interpretations or assumptions could materially affect the estimated quantities
and present value of our reported reserves. The process also requires economic
assumptions about matters such as oil and natural gas prices, operating
expenses, capital expenditures, taxes and availability of funds. Therefore,
estimates of oil and natural gas reserves are inherently imprecise. All of these
factors would have a negative impact on earnings and net income, and most likely
the trading price of our securities.
WE MAY INCUR SUBSTANTIAL LOSSES AND BE SUBJECT TO SUBSTANTIAL LIABILITY CLAIMS
AS A RESULT OF OUR OIL AND NATURAL GAS OPERATIONS.
We do not currently have insurance for possible risks. Losses and liabilities
arising from uninsured events could materially and adversely affect our
business, financial condition or results of operations. The oil and natural gas
production activities will be subject to all of the operating risks associated
with the production of oil and natural gas, including the possibility of:
* environmental hazards, such as uncontrollable flows of oil, natural
gas, brine, well fluids, toxic o gas or other pollution into the
environment, including groundwater and shoreline contamination; o
abnormally pressured formations;
* mechanical difficulties;
* fires and explosions;
* personal injuries and death; and
* natural disasters.
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Any of these risks could adversely affect our ability to conduct operations or
result in substantial losses to our company. We may elect not to obtain
insurance if we believe that the cost of available insurance is excessive
relative to the risks presented. In addition, pollution and environmental risks
generally are not fully insurable. If a significant accident or other event
occurs and is not fully covered by insurance, then it could adversely affect us.
OUR OPERATIONS MAY INCUR SUBSTANTIAL LIABILITIES TO COMPLY WITH THE
ENVIRONMENTAL LAWS AND REGULATIONS.
Oil and natural gas operations are subject to stringent federal, state and local
laws and regulations relating to the release or disposal of materials into the
environment or otherwise relating to environmental protection. These laws and
regulations may require the acquisition of a permit before production commences,
restrict the types, quantities and concentration of substances that can be
released into the environment in connection with production activities, limit or
prohibit activities on certain lands lying within wilderness, wetlands and other
protected areas, and impose substantial liabilities for pollution resulting from
our operations. Failure to comply with these laws and regulations may result in
the assessment of administrative, civil and criminal penalties, incurrence of
investigatory or remedial obligations or the imposition of injunctive relief.
Changes in environmental laws and regulations occur frequently, and any changes
that result in more stringent or costly waste handling, storage, transport,
disposal or cleanup requirements could require us to make significant
expenditures to maintain compliance, and may otherwise have a material adverse
effect on our results of operations, competitive position or financial condition
as well as the industry in general. Under these environmental laws and
regulations, we could be held strictly liable for the removal or remediation of
previously released materials or property contamination regardless of whether we
were responsible for the release or if our operations were standard in the
industry at the time they were performed.
UNLESS WE REPLACE OUR OIL AND NATURAL GAS RESERVES, OUR RESERVES AND PRODUCTION
WILL DECLINE, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOWS AND INCOME.
Unless we conduct successful development and exploitation activities or acquire
properties containing proved reserves, our proved reserves when we find them
will decline as those reserves are produced. Producing oil and natural gas
reservoirs generally are characterized by declining production rates that vary
depending upon reservoir characteristics and other factors. Our future oil and
natural gas reserves and production, and, therefore our cash flow and income,
are highly dependent on our success in efficiently developing and exploiting our
current reserves and economically finding or acquiring additional recoverable
reserves. If we are unable to develop, exploit, find or acquire additional
reserves to replace our current and future production, our cash flow and income
will decline as production declines, until our existing property would be
incapable of sustaining commercial production.
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IF ACCESS TO MARKETS IS RESTRICTED, IT COULD NEGATIVELY IMPACT OUR PRODUCTION,
OUR INCOME AND ULTIMATELY OUR ABILITY TO RETAIN OUR LEASE AND ANY FUTURE LEASES.
Market conditions or the unavailability of satisfactory oil and natural gas
gathering arrangements may hinder access to oil and natural gas markets or delay
production. The availability of a ready market for our oil and natural gas
production depends on a number of factors, including the demand for and supply
of oil and natural gas and the proximity of reserves to pipelines and terminal
facilities. The ability to market production depends in substantial part on the
availability and capacity of gathering systems, pipelines and processing
facilities owned and operated by third parties. Our failure to obtain such
services on acceptable terms could materially harm our business.
COMPETITION IN THE OIL AND NATURAL GAS INDUSTRY IS INTENSE, WHICH MAY ADVERSELY
AFFECT OUR ABILITY TO COMPETE.
We will operate in a highly competitive environment. Our competitors possess and
employ financial, technical and personnel resources substantially greater than
ours, which can be particularly important in the areas in which we operate.
Those companies may be able to pay more for productive oil and natural gas
properties and exploratory prospects and to evaluate, bid for and purchase a
greater number of properties and prospects than our financial resources permit.
Our ability to acquire additional prospects and to find and develop reserves in
the future will depend on our ability to evaluate and select suitable properties
and to consummate transactions in a highly competitive environment. We may not
be able to compete successfully.
RISKS ASSOCIATED WITH THIS OFFERING
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, STOCKHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for quotation of our common stock on
FINRA's Over the Counter Bulletin Board ("OTCBB") upon the effectiveness of our
Registration Statement on Form S-1, of which this prospectus forms a part. Our
shares may never trade on the OTCBB. If no market is ever developed for our
shares, it will be difficult for stockholders to sell their stock. In such a
case, stockholders may find that they are unable to achieve benefits from their
investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
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WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This Offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officer and director, who will receive no commissions. He will offer the
shares to friends, relatives and business associates, however; there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
Offering, we may have to seek alternative financing to implement our business
plans.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.001 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this Offering. Upon completion of this Offering the net tangible
book value of the shares held by our existing stockholder (10,000,000 shares)
will be increased by $.002 per share without any additional investment on his
part. The purchasers of shares in this Offering will incur immediate dilution (a
reduction in the net tangible book value per share from the Offering price of
$.005 per share) of $.002 per share. As a result, after completion of the
Offering, the net tangible book value of the shares held by purchasers in this
Offering would be $.003 per share, reflecting an immediate reduction in the
$.005 price per share they paid for their shares.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this Offering will be deposited
into a standard bank checking account until all shares are sold and the Offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, any third
party creditor who may obtain a judgment or lien against us could satisfy the
judgment or lien by executing on the bank account where the Offering proceeds
are being held, resulting in a loss of any investment you make in our
securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR U.S. SECURITIES AND EXCHANGE
COMMISSION REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO
REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF
AT ALL.
Our business plan allows for the payment of the estimated costs of this
registration statement ($6,000) to be paid from existing cash on hand. We plan
to contact a market maker immediately following the close of the Offering and
apply to have the shares quoted on the OTCBB. To be eligible for quotation,
issuers must remain current in their filings with the U.S. Securities and
Exchange Commission. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
11
generate sufficient revenues to remain in compliance it may be difficult for you
to resell any shares you may purchase, if at all.
OUR SOLE OFFICER AND DIRECTOR, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES
OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL OWN 50% OF
THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT
HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Mr. Gelfand's share ownership in our company, if he chooses
to sell his shares in the public market, the market price of our stock could
decrease and all stockholders suffer a dilution of the value of their stock.
STOCKHOLDERS MAY HAVE LIMITED ACCESS TO INFORMATION BECAUSE WE ARE NOT A
REPORTING ISSUER AND MAY NOT BECOME ONE.
We are not currently a reporting issuer and upon this registration statement
becoming effective we will be required to comply only with the limited reporting
obligations required by Section 13(a) of the Exchange Act. These reporting
obligations may be automatically suspended under Section 15(d) of the Exchange
Act if on the first day of any fiscal year other than the fiscal year in which
our registration statement became effective, there are fewer than 300
shareholders. If we do not become a reporting issuer and instead make a decision
to suspend our public reporting, we will no longer be obligated to file periodic
reports with SEC, and your access to our business information will be
restricted. In addition, if we do not become a reporting issuer, we will not be
required to furnish proxy statements to security holders, and our directors,
officers and principal beneficial owners will not be required to report their
beneficial ownership of securities to the SEC pursuant to Section 16 of the
Exchange Act.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $50,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:
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Total Proceeds to the Company $50,000
Purchase of the Bore Hole on Cecil Barlow #1 10,000*
Phase 1 rework program 14,194
Phase 2 monthly maintenance (10 months @387.50) 3,875
Administration and General Expense 5,000
Legal and Accounting 10,000
Working Capital 6,931
-------
Total Use of Net Proceeds $50,000
=======
----------
* The company purchased the Cecil Barlow #1 bore hole on February 2, 2012.
The payment was made from funds loaned to the company by our director. If
we are successful in obtaining the funding from this Offering the $10,000
will be repaid to the director.
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the Offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the Offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If it becomes necessary our director has verbally
agreed to loan the company funds to complete the registration process, but we
will require full funding to implement our business plan.
DETERMINATION OF OFFERING PRICE
The Offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the Offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the Offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the Offering price and the net
tangible book value per share immediately after completion of this Offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the Offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholder.
As of January 31, 2012, the net tangible book value of our shares was $9,435 or
$0.001 per share, based upon 10,000,000 shares outstanding.
13
Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$50,000, the net tangible book value of the 20,000,000 shares to be outstanding
will be $59,435, or approximately $.003 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (10,000,000 shares)
will be increased by $.002 per share without any additional investment on his
part. The purchasers of shares in this Offering will incur immediate dilution (a
reduction in the net tangible book value per share from the Offering price of
$.005 per share) of $.002 per share. As a result, after completion of the
Offering, the net tangible book value of the shares held by purchasers in this
Offering would be $.003 per share, reflecting an immediate reduction in the
$.005 price per share they paid for their shares.
After completion of the Offering, the existing stockholder will own 50% of the
total number of shares then outstanding, for which he will have made an
investment of $10,000, or $.001 per share. Upon completion of the Offering, the
purchasers of the shares offered hereby will own 50% of the total number of
shares then outstanding, for which they will have made a cash investment of
$50,000, or $.005 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $.005
Net Tangible Book Value Prior to this Offering $.001
Net Tangible Book Value After Offering $.003
Immediate Dilution per Share to New Investors $.002
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this Offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $.001 10,000,000 50% $10,000
Investors in
This Offering $.005 10,000,000 50% $50,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officer and director to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
14
sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Robert Gelfand, our
officer and director, will sell the shares and intends to offer them to friends,
family members and business acquaintances. In offering the securities on our
behalf, he will rely on the safe harbor from broker dealer registration set out
in Rule 3a4-1 under the Securities Exchange Act of 1934.
Our officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the Offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer and director is not subject to a statutory disqualification, as
that term is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
b. Our officer and director will not be compensated in connection with his
participation by the payment of commissions or other remuneration based
either directly or indirectly on transactions in securities; and
c. Our officer and director is not, nor will he be at the time of his
participation in the Offering, an associated person of a broker-dealer; and
d. Our officer and director meets the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is
intended primarily to perform at the end of the Offering, substantial
duties for or on behalf of our company, other than in connection with
transactions in securities; and (B) is not a broker or dealer, or been an
associated person of a broker or dealer, within the preceding twelve
months; and (C) has not participated in selling and offering securities for
any Issuer more than once every twelve months other than in reliance on
Paragraphs (a)(4)(i) or (a)(4)(iii).
Our officer, director, control person and affiliates do not intend to purchase
any shares in this Offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.005 per share until the
completion of this Offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This Offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days. If the board of directors votes to extend
the Offering for the additional 90 days, a post-effective amendment to the
registration statement will be filed to notify subscribers and potential
subscribers of the extended offering period. Anyone who has subscribed to the
Offering prior to the extension will be notified by the company that their money
15
will be promptly refunded prior to the expiration of the original Offering
unless they provide an affirmative statement that they wish to subscribe to the
extended offer.
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
at Banner Bank, Point Roberts, WA, until the total amount of $50,000 has been
received. At that time, the funds will be transferred to our business account
for use in the implementation of our business plan. In the event the Offering is
not sold out prior to the Expiration Date, all money will be promptly returned
to the investors, without interest or deduction within 3 business days. We
determined the use of the standard bank account was the most efficient use of
our current limited funds. Please see the risk factor section to read the
related risk to you as a purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this Offering, you will be required
to execute a Subscription Agreement and tender it, together with a check, bank
draft or cashier's check payable to the company. Subscriptions, once received by
the company, are irrevocable. All checks for subscriptions should be made
payable to American Oil & Gas Inc.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, Bylaws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
NON-CUMULATIVE VOTING
The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
16
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 50% of the outstanding
shares. (See "Principal Stockholders".)
CASH DIVIDENDS
As of the date of this prospectus, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent factors. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the period from inception to the year ended January
31, 2012, included in this prospectus, have been audited by George Stewart, CPA.
We include the financial statements in reliance on their reports, given upon
their authority as experts in accounting and auditing.
Kevin M. Murphy, Attorney at Law, has acted as special counsel to American Oil &
Gas Inc. for the limited purpose of rendering an opinion in connection with the
registration and proposed sale of the 10,000,000 shares of common stock at
$0.005 per share.
DESCRIPTION OF BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
We plan to locate and lease existing wells for reactivation for the production
of oil and gas that we will then be sold, through an operator, to oil and gas
brokers and gatherers. The gas sometimes may be sold directly to the public
utility companies.
We currently own a one hundred percent interest in a lease of forty acres
located in Caddo Parrish, Louisiana, there is currently one drilled well bore,
the Cecil Barlow #1, on the property.
17
Our focus for the current fiscal year will be on developing our existing
property, while continuing to pursue acquisition of additional leases and/or
existing oil and gas wells which have potential for production, if revenues
warrant.
EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT
AO&G qualifies as an "emerging growth company" as defined in the Jumpstart our
Business Startups Act (the "JOBS Act").
The JOBS Act creates a new category of issuers known as "emerging growth
companies." Emerging growth companies are those with annual gross revenues of
less than $1 billion (as indexed for inflation) during their most recently
completed fiscal year. The JOBS Act is intended to facilitate public offerings
by emerging growth companies by exempting them from several provisions of the
Securities Act of 1933 and its regulations. An emerging growth company will
retain that status until the earliest of:
* The first fiscal year after its annual revenues exceed $1 billion;
* The first fiscal year after the fifth anniversary of its IPO;
* The date on which the company has issued more than $1 billion in
non-convertible debt during the previous three-year period; and
* The first fiscal year in which the company has a public float of at
least $700 million.
FINANCIAL AND AUDIT REQUIREMENTS
Under the JOBS Act, emerging growth companies are subject to scaled financial
disclosure requirements. Pursuant to these scaled requirements, emerging growth
companies may:
* Provide only two rather than three years of audited financial
statements in their IPO Registration Statement;
* Provide selected financial data only for periods no earlier than those
included in the IPO Registration Statement in all SEC filings, rather
than the five years of selected financial data normally required;
* Delay compliance with new or revised accounting standards until they
are made applicable to private companies; and
* Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley
Act, which requires companies to receive an outside auditor's
attestation regarding the issuer's internal controls.
OFFERING REQUIREMENTS
In addition, during the IPO offering process, emerging growth companies are
exempt from:
* Restrictions on analyst research prior to and immediately after the
IPO, even from an investment bank that is underwriting the IPO;
* Certain restrictions on communications to institutional investors
before filing the IPO registration statement; and
* The requirement initially to publicly file IPO Registration
Statements. Emerging growth companies can confidentially file draft
Registration Statements and any amendments with the SEC. Public
filings of the draft documents must be made at least 21 days prior to
commencement of the IPO "road show."
18
OTHER PUBLIC COMPANY REQUIREMENTS
Emerging growth companies are also exempt from other ongoing obligations of most
public companies, such as:
* The requirements under Section 14(i) of the Exchange Act and Section
953(b)(1) of the Dodd-Frank Act to disclose executive compensation
information on pay-for-performance and the ratio of CEO to median
employee compensation;
* Certain other executive compensation disclosure requirements, such as
the compensation discussion and analysis, under Item 402 of Regulation
S-K; and
* The requirements under Sections 14A(a) and (b) of the Exchange Act to
hold advisory votes on executive compensation and golden parachute
payments.
GENERAL INFORMATION ABOUT OUR CURRENT LEASE
ACQUISITION OF THE LEASE
On February 2, 2012 the Company signed an assignment agreement with Four Star
Oil Company of Oil City, Louisiana which transferred all the right title and
interest in an oil, gas and mineral lease between The Cecil and Annie Lou Barlow
Trust in favor of Four Star Oil Company recorded under Instrument No. 2026712,
covering and affecting the property described as: SE 1/4 of the NE 1/4 of
Section 6, Township 21 North, Range 15 West, Caddo Parish Louisiana. The
consideration for the assignment was $10.00. Concurrent with the assignment
agreement being signed the Company purchased for $10,000 the bore hole on the
Cecil Barlow #1 well that is located in the lease executed between Four Star Oil
Company and The Cecil and Annie Lou Barlow Trust. There are currently three
additional orphaned wells on the property that if we are successful with the
Cecil Barlow #1 well we could make application to secure the other wells for
production.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The Cecil Barlow #1 lease will remain in force as long as the well is in
production. We are required to pay a 25% royalty on all revenue from the sale of
the oil. The gatherer of the oil from the site will make the payments directly
to The Cecil and Annie Lou Barlow Trust and the operator prior to forwarding the
remaining proceeds to the Company.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
Location: The property is located in the Caddo Pine Island Field which lies in
the northern part of Caddo Parish, Louisiana. The Caddo Pine Island Field is
flanked to the west by Caddo Lake and to the east by the Red River. Latitude:
32.89778, Longitude: -93.96389. The Cecil Barlow #1 well is located in the 40
acres of property described as: SE1/4of the NE1/4of Section 6, Township 21
North, Range 15 West, Caddo Parish Louisiana.
Access: Easy access to the property is available via existing roadways in the
area. The highway system in Caddo Parrish is vast and modern. The highway system
in nearby Shreveport, the largest city in the area, consists of The Outer Loop
Freeway Interstate 220 on the north and The Inner Loop Freeway, Louisiana
Highway 3132 on the south, forming approximately an 8-mile diameter semi-loop
around downtown. Another loop is formed by the Bert Kouns Industrial Loop, (LA
Hwy 526) and circles further south bisecting Interstate 49. Interstate 49 is
currently under constuction to extend to Hwy 549 in Arkansas.
19
Shreveport lies along the route of the proposed Interstate 69 North American
Free Trade Agreement (NAFTA) superhighway that will link Canada, the U.S.
industrial Midwest, Texas, and Mexico.
Climate: The area has a humid subtropical climate. Rainfall is abundant, with
the normal annual precipitation averaging nearly 47 inches, with monthly
averages ranging from less than 3 inches in August to more than 5 inches in May.
Severe thunderstorms with heavy rain, hail, damaging winds and tornadoes occur
in the area during the spring and summer months. The winter months are normally
mild, with an average of 35 days of freezing or below-freezing temperatures per
year, with ice and sleet storms possible. Summer months are hot and humid, with
maximum temperatures exceeding 90 degrees an average of 91 days per year, with
high to very high relative average humidity, sometimes exceeding the 90 percent
level.
Local Resources & Infrastructure: The Town of Oil City, LA, located 3 miles
from the property, offers some of the necessary infrastructure required to base
and carry-out our proposed oil & gas program, (limited accommodations,
communications, some equipment and supplies). The independent operator, Four
Star Oil Company, who will carry out the rework and monthly maintenance on the
well, is located in Oil City. Larger or specialized equipment can be acquired in
the City of Shreveport, lying 25 miles to the south.
HISTORY
In 1906, the Caddo-Pine Island Field in northern Caddo Parish, Louisiana was
discovered, and a rush of leasing and drilling activity ensued. In 1908, the
first natural gas pipeline was constructed to transport gas from Caddo-Pine
Island to Shreveport, Louisiana. This was one of the earliest commercial uses of
natural gas, which was commonly viewed as an undesirable by-product of oil
production and often "flared" or burnt off at the well site.
Other innovations in the Caddo-Pine Island Field included the first over-water
oil platform, which was constructed in the field on Caddo Lake in 1910. In that
same year, a major oil pipeline was constructed from Caddo-Pine Island Field to
a refinery built and operated by Standard Oil Company of Louisiana in Baton
Rouge, Louisiana. The refinery continues to operate today.
The Caddo-Pine Island field is located approximately 15 miles north of the City
of Shreveport in Caddo Parish, La., and Marion County, Tex., which covers a
portion of the Ark-La-Tex Area. The discovery well in the Caddo-Pine Island
field was the Savage Bros. & Morrical No.1 Offenhauser, which was completed
March 28, 1905, in the Annona Chalk at a depth of 1,556 ft. The well was located
near Oil City, La. By the close of 1907 23 wells had been drilled -eight of
which produced oil, 11 produced gas, and four were abandoned. Development of the
field continued at a rapid pace during the following years, and by 1918 the
production reached a peak of 11 million bbl/year.
GEOLOGICAL SETTING
The Caddo Pine Island Field sits on top of the Subine uplift, which is the
stratigraphic uplift in Northern Louisiana. Due to the uplift many of the
20
formations on the top of it became excellent reservoir rock for hydrocarbons.
Impervious formations lying just above these called caprock cause traps that the
oil and gas accumulate up against under pressure. When these caprock formations
are drilled through and into the reservoir rock the pressure is then released
and will flow to the surface carrying oil and gas with it. Production has been
obtained from several horizons, ranging in depth from the Nacatoch sand at 800
ft to the Hosston or Travis Peak which is found at 2,500 ft near the crest of
the dome of the Lower Cretaceous beds.
DISTRIBUTION METHODS
We plan to distribute oil and gas that we produce through oil and gas gathering
companies with the gas sometimes being sold directly to public utility
companies. The operator, Four Star Oil Company, will make the arrangements with
the gathering companies.
If we do find a gas well for lease the distribution agreements for gas generally
provide for the company to tap into the distribution line of a gas distribution
company, and we would be paid for our gas at the market price at the time of
delivery less any transportation charge from the gas transmission company. These
charges can range from 5% upward of the market value of the gas, depending on
the competition among transmission companies in the area of the wells.
COMPETITION
We operate in a highly competitive environment for acquiring properties,
modernizing existing wells and marketing oil and natural gas we may produce. The
majority of our competitors possess and employ financial, technical and
personnel resources substantially greater than ours, which can be particularly
important in the areas in which we plan to operate. Those companies may be able
to pay more for productive oil and natural gas properties and exploratory
prospects and to evaluate, bid for and purchase a greater number of properties
and prospects than our financial resources permit. Our ability to acquire
additional prospects and to find and develop reserves in the future will depend
on our ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment. Also, there is substantial
competition for capital available for investment in the oil and natural gas
industry.
Current competitive factors in the domestic oil and gas industry are unique. The
actual price range of crude oil is largely established by major international
producers. Pricing for natural gas is more regional; however, more favorable
prices can usually be negotiated for larger quantities of oil and/or gas
product. In this respect, while we believe we have a price disadvantage when
compared to larger producers, we view our primary pricing risk to be related to
a potential decline in international prices to a level which could render our
production uneconomical.
We will be committed to use the services of the existing gathering companies in
our present area of production. This potentially gives such gathering companies
certain short-term relative monopolistic powers to set gathering and
transportation costs, because obtaining the services of an alternative gathering
company may require substantial additional costs.
21
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
REGULATION OF TRANSPORTATION OF OIL
Sales of crude oil, condensate and natural gas liquids are not currently
regulated and are made at negotiated prices. Nevertheless, Congress could
reenact price controls in the future.
Our sales of crude oil will be affected by the availability, terms and cost of
transportation. The transportation of oil in common carrier pipelines is also
subject to rate regulation. The Federal Energy Regulatory Commission, or the
FERC, regulates interstate oil pipeline transportation rates under the
Interstate Commerce Act. Intrastate oil pipeline transportation rates are
subject to regulation by state regulatory commissions. The basis for intrastate
oil pipeline regulation, and the degree of regulatory oversight and scrutiny
given to intrastate oil pipeline rates, varies from state to state.
Insofar as effective interstate and intrastate rates are equally applicable to
all comparable shippers, we believe that the regulation of oil transportation
rates will not affect our operations in any way that is of material difference
from those of our competitors. Further, interstate and intrastate common carrier
oil pipelines must provide service on a non-discriminatory basis. Under this
open access standard, common carriers must offer service to all shippers
requesting service on the same terms and under the same rates. When oil
pipelines operate at full capacity, access is governed by pro-rationing
provisions set forth in the pipelines' published tariffs. Accordingly, we
believe that access to oil pipeline transportation services generally will be
available to us to the same extent as to our competitors.
REGULATION OF TRANSPORTATION AND SALE OF NATURAL GAS
Historically, the transportation and sale for resale of natural gas in
interstate commerce have been regulated pursuant to the Natural Gas Act of 1938,
the Natural Gas Policy Act of 1978 and regulations issued under those Acts by
the FERC. In the past, the federal government has regulated the prices at which
natural gas could be sold. While sales by producers of natural gas can currently
be made at uncontrolled market prices, Congress could reenact price controls in
the future.
22
Since 1985, the FERC has endeavored to make natural gas transportation more
accessible to natural gas buyers and sellers on an open and non-discriminatory
basis. The FERC has stated that open access policies are necessary to improve
the competitive structure of the interstate natural gas pipeline industry and to
create a regulatory framework that will put natural gas sellers into more direct
contractual relations with natural gas buyers by, among other things, unbundling
the sale of natural gas from the sale of transportation and storage services.
Although the FERC's orders do not directly regulate natural gas producers, they
are intended to foster increased competition within all phases of the natural
gas industry.
Intrastate natural gas transportation is subject to regulation by state
regulatory agencies. The basis for intrastate regulation of natural gas
transportation and the degree of regulatory oversight and scrutiny given to
intrastate natural gas pipeline rates and services varies from state to state.
Insofar as such regulation within a particular state will generally affect all
intrastate natural gas shippers within the state on a comparable basis, we
believe that the regulation of similarly situated intrastate natural gas
transportation in any states in which we may eventually operate and ship natural
gas on an intrastate basis will not affect our operations in any way that is of
material difference from those of our competitors.
REGULATION OF PRODUCTION
The production of oil and natural gas is subject to regulation under a wide
range of local, state and federal statutes, rules, orders and regulations.
Federal, state and local statutes and regulations require permits for drilling
operations, drilling bonds and reports concerning operations. All states, in
which we may operate in the future, have regulations governing conservation
matters, including provisions for the unitization or pooling of oil and natural
gas properties, the establishment of maximum allowable rates of production from
oil and natural gas wells, the regulation of well spacing, and plugging and
abandonment of wells. The effect of these regulations is to limit the amount of
oil and natural gas that can be produced from wells and to limit the number of
wells or the locations, although companies can apply for exceptions to such
regulations or to have reductions in well spacing. Moreover, each state
generally imposes a production or severance tax with respect to the production
and sale of oil, natural gas and natural gas liquids within its jurisdiction.
The failure to comply with these rules and regulations can result in substantial
penalties. Our competitors in the oil and natural gas industry are subject to
the same regulatory requirements and restrictions that affect our operations.
SOURCE AND AVAILABILITY OF RAW MATERIALS
We have no significant raw materials. However, if we are successful in our plan
of operations we may make use of numerous oil field service companies. We
currently only have one well lease in Louisiana, where there are numerous oil
field service companies.
23
MAJOR CUSTOMERS
If we are successful in our plan of operation, we will principally sell our oil
and natural gas production through our operator to marketers and other
purchasers that have access to nearby pipeline facilities. Generally, in areas
where there is no practical access to pipelines, oil is trucked to storage
facilities. We believe that the loss of any of these oil and gas purchasers
would not materially impact our business, because we could readily find other
purchasers for our oil and gas as produced.
PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS
We have no patents, trademarks, licenses, concessions, or labor contracts. We
will pay royalties to mineral owners and owners of overriding royalties on the
oil and gas leases. These royalties usually are 25%, as is the case with the
Cecil Barlow #1. The leases are good and royalties are owed as long as there is
production on the property.
ENVIRONMENTAL COMPLIANCE AND RISKS
Oil and natural gas exploration, development and production operations are
subject to stringent federal, state and local laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental protection. Historically, most of the environmental regulation of
oil and gas production has been left to state regulatory boards or agencies in
those jurisdictions where there is significant gas and oil production, with
limited direct regulation by such federal agencies as the Environmental
Protection Agency. However, while we believe this generally to be the case for
our production activities in Louisiana, there are various regulations issued by
the Environmental Protection Agency ("EPA") and other governmental agencies that
would govern significant spills, blow-outs, or uncontrolled emissions.
In Louisiana, specific oil and gas regulations apply to the drilling, completion
and operations of wells, and the disposal of waste oil and salt water. There are
also procedures incident to the plugging and abandonment of dry holes or other
non-operational wells, all as governed by the applicable governing state agency.
At the federal level, among the more significant laws and regulations that may
affect our business and the oil and gas industry are: The Comprehensive
Environmental Response, Compensation and Liability Act of 1980, also known as
"CERCLA" or Superfund; the Oil Pollution Act of 1990; the Resource Conservation
and Recovery Act, also known as "RCRA"; the Clean Air Act; Federal Water
Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking
Water Act of 1974.
Compliance with these regulations may constitute a significant cost and effort
for us. No specific accounting for environmental compliance has been projected
by us at this time. We are not presently aware of any environmental demands,
claims, or adverse actions, litigation or administrative proceedings in which
our acquired property is involved or subject to, or arising out of any
predecessor operations.
24
In the event of a breach of environmental regulations, these environmental
regulatory agencies have a broad range of alternative or cumulative remedies
which include: ordering a clean-up of any spills or waste material and
restoration of the soil or water to conditions existing prior to the
environmental violation; fines; or enjoining further drilling, completion or
production activities. In certain egregious situations the agencies may also
pursue criminal remedies against us or our principal officers.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $10,000 for the lease on our current property.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Robert Gelfand. Mr. Gelfand currently
devotes 2-4 hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
DESCRIPTION OF PROPERTY
We do not currently own any property. The Company leases shared office
facilities at Suite 400 - 601 West Broadway, Vancouver, BC V5Z 4C2 on a
month-to-month basis for approximately $50 per month. The facilities include
answering services, fax services, reception area and shared office and meeting
facilities as well as secretarial services which are available on a pay as
needed basis. The telephone number is (888)609-1173. Management believes the
current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the completion of the
Offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
25
filings with the U.S. Securities and Exchange Commission or applicable
regulatory authority. Market Makers are not permitted to begin quotation of a
security whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their required
filing during that time. We cannot guarantee that our application will be
accepted or approved and our stock listed and quoted for sale. As of the date of
this filing, there have been no discussions or understandings between Impact
Explorations with any market maker regarding participation in a future trading
market for our securities.
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus AO&G had one stockholder of
record. We have paid no cash dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
* contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
26
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
* the bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our officer and director, who will offer and sell the shares, is aware that he
is required to comply with the provisions of Regulation M, promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agent, any broker-dealer or other
person who participate in the distribution of shares in this Offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
WHERE YOU CAN FIND MORE INFORMATION
We intend to file annual, quarterly and special reports, and other information
with the SEC, as required. You may read or obtain a copy of the registration
statement to be filed or any other information we file with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information regarding the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public from the SEC web site at www.sec.gov, which contains our reports, and
other information we file electronically with the SEC.
FINANCIAL STATEMENTS
The financial statements of American Oil & Gas Inc. for the year ended January
31, 2012, and related notes, included in this prospectus have been audited by
George Stewart, CPA, and have been so included in reliance upon the opinion of
such accountants given upon their authority as an expert in auditing and
accounting.
27
PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking states are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or out predictions.
Our current cash balance is $25,000. We believe our cash balance is sufficient
to cover the expenses we will incur during the next twelve months in a limited
operations scenario or until we raise the funding from this Offering. If we
experience a shortage of funds prior to funding we may utilize funds from our
director, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to achieve our business plan goals, we will need the funding
from this Offering. We are an exploration stage company and have generated no
revenue to date. We have sold $10,000 in equity securities to pay for our
minimum level of operations.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin realizing revenue from our oil & gas sales. There is no assurance we will
ever reach that point.
Our goal is to find exploitable oil or gas on our leased property. Our success
depends on achieving that goal. There is the likelihood of the Cecil Barlow #1
well containing little or no economic value and funds that we spend on the
reactivation will be lost. Even if we complete our current program and are
successful in reworking the well into operation we cannot guarantee production
will be substantial enough for us to be profitable.
Our plan of operation for the twelve months following the date of this
prospectus is to complete the re-work and production program on the current
lease while also searching for other appropriate leases. In addition to the
$10,000 for the purchase of the Cecil Barlow #1 bore hold and the $14,194 we
anticipate spending for the initial rework program, we anticipate spending an
additional $3,875 (approx. $387.50 per month) for monthly maintenance fees once
the well is operational, $10,000 on professional fees, including fees payable
for complying with reporting obligations, $5,000 in general administrative costs
and $6,931 in working capital. Total expenditures over the next 12 months are
therefore expected to be approximately $50,000. We will require the funds from
this Offering to proceed.
The following work program has been recommended by Four Star Oil Company, the
operator we have consulted for the re-working and subsequent operation of the
Cecil Barlow #1.
28
PHASE 1: REWORK PROGRAM
* Cecil Barlow #1 is already a drilled well bore
* Well has been drilled down to 1,800 feet
* Well appears to have a couple of oil or gas zones
* Work over will consist of pulling existing tubing, rods and down-hole
pump, swabbing out the well, and placing new tubing, rods, and
down-hole pump in the hole.
Costs to rework the well:
Work Over crew to clean the well: $ 3,300
Tubing delivered (1780ft $2.85 ft): $ 5,073
Rods delivered (1780 ft @ $1.95): $ 3,471
Down hole pump: $ 1,500
Misc: $ 850
-------
Estimated Total Rework cost: $14,194
=======
PHASE 2: MONTHLY MAINTENANCE OF WORKING WELL:
Chemicals, electricity, taxes, overhead, pumper: $387.50 approx
We will not begin the re-work on the Cecil Barlow #1 until we raise funding. We
estimate it will take approximately three to six months to complete the
registration process and sell the shares in this Offering. Once we receive
funding it will take up to two months to get the well operational.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are an exploration stage corporation and have
not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.
To become profitable and competitive, we must conduct the rework of our current
well before we start production of any oil or gas we may find. We believe that
our current cash balance will allow us to operate for one year based on our
current limited operations.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this Offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
29
Use of Proceeds section of this prospectus. Our director has agreed to advance
funds as needed until the Offering is completed or failed and has agreed to pay
the cost of plugging the well in the event the well does not produce enough to
be profitable and we abandon production and there are no remaining funds in the
company. While he has agreed to advance the funds, the agreement is verbal and
is unenforceable as a matter of law.
We received our initial funding of $10,000 through the sale of common stock to
Robert Gelfand, our officer and director, who purchased 10,000,000 shares of our
common stock at $0.001 per share in January, 2012. As of January 31, 2012,
$15,000 is owed to Mr. Gelfand for funds loaned by him to the Company. The loan
is non-interest bearing with no specific repayment terms.
On February 2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish,
Louisiana for $10,000.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
30
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
OIL AND GAS PROPERTIES
Oil and gas investments are accounted for by the successful efforts method of
accounting. Accordingly, the costs incurred to acquire property (proved and
unproved), all development costs, and successful exploratory costs are
capitalized, whereas the costs of unsuccessful exploratory wells are expensed.
Depletion of capitalized oil and gas well costs is provided using the units of
production method based on estimated proved developed oil and gas reserves of
the respective oil and gas properties.
31
ELECTION UNDER SECTION 107(b) OF THE ACT
As an emerging growth company we have elected to not adopt the extended
transition period for complying with new or revised accounting standards under
Section 102(b) of the Act. This election allows companies to delay the adoption
of new or revised accounting standards that have different effective dates for
public and private companies until those standards apply to private companies.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
The officer and director of AO&G, whose one year terms will expire 1/31/13, or
at such a time as his successor(s) shall be elected and qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
Robert Gelfand 46 President, 1/23/12 1/31/13
Suite 400 - 601 W Broadway Secretary,
Vancouver, BC Treasurer,
V5Z 4C2 CFO, CEO &
Director
The foregoing person is a promoter of AO&G, as that term is defined in the rules
and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Robert Gelfand currently devotes 2-4 hours per week to company matters, in the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
BACKGROUND INFORMATION
ROBERT GELFAND has been the President, CEO, Treasurer, CFO, Secretary, and
Director of the Company since inception. From July 1996 to the present he has
been a Director of StarAsia Capital Inc., a venture capital company for
development and start-up stage companies in Bangkok, Thailand and Vancouver,
Canada. Mr. Gelfand has held officer and director positions of several publicly
traded companies over the past 15 years.
32
Mr. Gelfand holds a Bachelor of Commerce Degree (Finance major) from The
University of British Columbia, in Vancouver, BC, Canada where he received it in
1989. Mr. Gelfand also holds the Chartered Financial Analyst designation (CFA)
which he received from the CFA Institute in Charlottesville, Virginia. He
intends to devote his time as required to the business of the Company.
EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Robert Gelfand.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Robert 2012 0 0 0 0 0 0 0 0
Gelfand,
President,
CFO & CEO
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Robert 0 0 0 0 0 0 0 0 0
Gelfand,
CEO & CFO
33
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Robert Gelfand, 0 0 0 0 0 0 0
Director
There are no current employment agreements between the company and its executive
officer.
In January 2012 Robert Gelfand purchased 10,000,000 shares of our common stock
at $0.001 per share. The terms of these stock issuances were as fair to the
company, in the opinion of the board of directors, as could have been made with
an unaffiliated third party.
Mr. Gelfand currently devotes approximately 2-4 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of AO&G's voting
securities by officers, directors and major stockholders as well as those who
own beneficially more than five percent of our common stock as of the date of
this prospectus:
Name and No. of No. of
Address of Shares Shares Percentage of Ownership
Beneficial Before After Before After
Owner(1) Offering Offering Offering Offering
----- -------- -------- -------- --------
Robert Gelfand 10,000,000 10,000,000 100% 50%
All Officers and
Directors as a Group 10,000,000 10,000,000 100% 50%
----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Gelfand will not be paid for any underwriting services that he performs on
our behalf with respect to this Offering. He will also not receive any interest
on any funds that he may advance to us for expenses incurred prior to the
Offering being closed.
In January 2012 Mr. Gelfand purchased 10,000,000 shares of our common stock at
$0.001 per share. All of such shares are "restricted" securities, as that term
is defined by the Securities Act of 1933, as amended, and are held by the
officer and director of the Company. (See "Principal Stockholders".)
As of January 31, 2012, $15,000 is owed to Mr. Gelfand for funds loaned by him
to the Company. The loan is non-interest bearing with no specific repayment
terms.
INDEMNIFICATION
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
35
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
American Oil & Gas Inc.
I have audited the accompanying balance sheets of American Oil & Gas Inc. (An
Exploration Stage Company) as of January 31, 2012, and the related statements of
operations, stockholders' equity and cash flows for the year ended January 31,
2012 and for the period from January 23, 2012 (inception), to January 31, 2012.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of American Oil & Gas Inc., (An
Exploration Stage Company) as of January 31, 2012, and the results of its
operations and cash flows for the years ended January 31, 2012 and the period
from January 23, 2012 (inception), to January 31, 2012 in conformity with
generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
-----------------------------------
George Stewart
Seattle, Washington
March 8, 2012
F-1
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of
January 31,
2012
--------
ASSETS
CURRENT ASSETS
Cash $ 25,000
--------
TOTAL CURRENT ASSETS 25,000
--------
TOTAL ASSETS $ 25,000
========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 565
Loan Payable - Related Party 15,000
--------
TOTAL CURRENT LIABILITIES 15,565
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 10,000,000 shares issued and outstanding
as of January 31, 2012 10,000
Deficit accumulated during exploration stage (565)
--------
TOTAL STOCKHOLDERS' EQUITY 9,435
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 25,000
========
See Notes to Financial Statements
F-2
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 23, 2012
(inception)
through
January 31,
2012
------------
REVENUES
Revenues $ --
------------
TOTAL REVENUES --
EXPENSES
Office and Administrative 565
------------
TOTAL EXPENSES 565
------------
NET INCOME (LOSS) $ (565)
============
NET LOSS PER BASIC AND DILITED SHARE $ (0.00)
============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 10,000,000
============
See Notes to Financial Statements
F-3
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From January 23, 2012 (Inception) through January 31, 2012
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 23, 2012 -- $ -- $ -- $ -- $ --
Stock issued for cash on January 23, 2012
@ $0.001 per share 10,000,000 10,000 -- -- 10,000
Net loss, January 31, 2012 (565) (565)
---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2012 10,000,000 $ 10,000 $ -- $ (565) $ 9,435
========== ========== ========== ========== ==========
See Notes to Financial Statements
F-4
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 23, 2012
(inception)
through
January 31,
2012
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (565)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities: --
Increase (decrease) in Accounts Payable 565
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES --
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 15,000
Issuance of common stock 10,000
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000
--------
NET INCREASE (DECREASE) IN CASH 25,000
CASH AT BEGINNING OF PERIOD --
--------
CASH AT END OF YEAR $ 25,000
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ --
========
Income Taxes $ --
========
See Notes to Financial Statements
F-5
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
American Oil and Gas Inc. (the Company) was incorporated under the laws of the
State of Nevada on January 23, 2012. The Company was formed to engage in the
acquisition, exploration and development of oil and gas properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced any exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
F-6
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
OIL AND GAS PROPERTIES
Oil and gas investments are accounted for by the successful efforts method of
accounting. Accordingly, the costs incurred to acquire property (proved and
unproved), all development costs, and successful exploratory costs are
capitalized, whereas the costs of unsuccessful exploratory wells are expensed.
Depletion of capitalized oil and gas well costs is provided using the units of
production method based on estimated proved developed oil and gas reserves of
the respective oil and gas properties.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
F-7
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from January 23, 2012 (date of
inception) to January 31, 2012 and generated a net loss of $565. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The Company is currently in the exploration stage and has minimal
expenses, management believes that the Company's current cash of $25,000 is
sufficient to cover the expenses they will incur during the next twelve months
in a limited operations scenario or until it raises additional funding.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in selecting between the Company and his other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
As of January 31, 2012, $15,000 is owed to Robert Gelfand, President, from funds
loaned by him to the Company and is non-interest bearing with no specific
repayment terms.
NOTE 7. INCOME TAXES
As of January 31, 2012
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 565
Tax rate 34%
-----
Gross deferred tax assets 192
Valuation allowance (192)
-----
Net deferred tax assets $ --
=====
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
F-8
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 8. NET OPERATING LOSSES
As of January 31, 2012, the Company has a net operating loss carryforward of
approximately $565. Net operating loss carryforwards expire twenty years from
the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On January 23, 2012, the Company issued a total of 10,000,000 shares of common
stock to its sole officer/director for cash in the amount of $0.001 per share
for a total of $10,000.
As of January 31, 2012 the Company had 10,000,000 shares of common stock issued
and outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2012:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 10,000,000 shares
issued and outstanding.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after January 31,
2012 up through date the Company issued these financial statements. On February
2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish, Louisiana
for $10,000.
F-9
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the Offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 6
Accounting fees and expenses $3,000
Legal fees $ 200
Preparation and EDGAR conversion fees $1,800
Transfer Agent fees $ 650
Printing $ 344
------
Total $6,000
======
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of American Oil & Gas, Inc. allow for the indemnification of the
officers and directors in regard to their carrying out the duties of their
offices. The board of directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he/she has met the applicable standard of conduct set forth in
the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
II-1
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding so orders, by independent legal counsel, in
a written opinion; or
d. If a quorum consisting of directors who were not parties to the act, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
II-2
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the certificate or
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to section 2 or
for the advancement of expenses made pursuant to section 5, may not be made
to or on behalf of any director or officer if a final adjudication
establishes that his acts or omission involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
b. Continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended from
time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling AO&G, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy and unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
In January 2012, a total of 10,000,000 shares of common stock were issued in
exchange for $10,000 US, or $.001 per share. These securities were issued to Mr.
Gelfand, the officer and director of the company.
II-3
EXHIBITS
Exhibit 3.1 Articles of Incorporation *
Exhibit 3.2 Bylaws *
Exhibit 5.1 Opinion re: Legality *
Exhibit 10.1 Lease Agreement on Cecil Barlow #1 *
Exhibit 10.2 Lease Assignment Agreement *
Exhibit 10.3 Bill of Sale - Cecil Barlow #1 bore hole *
Exhibit 10.4 Four Star Oil Company Operating Agreement *
Exhibit 10.5 Subscription Agreement
Exhibit 23.1 Consent of counsel (see Exhibit 5) *
Exhibit 23.2 Consent of independent auditor
----------
* Previously Filed.
UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the Offering.
II-4
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the Offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
II-5
5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the Offering made by
the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities, arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Vancouver, BC on
May 1, 2012.
American Oil & Gas Inc.
/s/ Robert Gelfand
----------------------------------------
By: Robert Gelfand, Director
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Robert Gelfand May 1, 2012
------------------------------------------------ -----------
Robert Gelfand, President & Director Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer)
II-
