Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2012
Commission file number 333-180164
AMERICAN OIL & GAS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Suite 400 - 601 West Broadway
Vancouver, BC V5Z 4C2
(Address of principal executive offices, including zip code)
(888) 609-1173
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [ ] NO [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,000,000 shares as of June 12, 2012
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
April 30, 2012 January 31, 2012
-------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ 8,121 $ 25,000
-------- --------
TOTAL CURRENT ASSETS 8,121 25,000
Oil and Gas Property (Successful Efforts Method)
Unproven 10,000 --
-------- --------
TOTAL ASSETS $ 18,121 $ 25,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 907 $ 565
Loan Payable - Related Party 15,000 15,000
-------- --------
TOTAL CURRENT LIABILITIES 15,907 15,565
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 10,000,000 shares issued and outstanding
as of April 30, 2012 and January 31, 2012 $ 10,000 $ 10,000
Deficit accumulated during exploration stage (7,786) (565)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 2,214 9,435
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 18,121 $ 25,000
======== ========
See Notes to Financial Statements
2
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 23, 2012
Three Months (inception)
ended through
April 30, 2012 April 30, 2012
-------------- --------------
REVENUES
Revenues $ -- $ --
----------- -----------
TOTAL REVENUES -- --
EXPENSES
General and Administration 3,921 4,486
Professional Fees 3,300 3,300
----------- -----------
TOTAL EXPENSES 7,221 7,786
----------- -----------
NET INCOME (LOSS) $ (7,221) $ (7,786)
=========== ===========
NET LOSS PER BASIC AND DILITED SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,000,000 10,000,000
=========== ===========
See Notes to Financial Statements
3
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 23, 2012
Three Months (inception)
ended through
April 30, 2012 April 30, 2012
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (7,221) $ (7,786)
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 342 907
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (6,879) (6,879)
CASH FLOWS FROM INVESTING ACTIVITIES
Oil and Gas Property (10,000) (10,000)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (10,000) (10,000)
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 (16,879) 8,121
CASH AT BEGINNING OF PERIOD 25,000 --
-------- --------
CASH AT END OF PERIOD $ 8,121 $ 8,121
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
4
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2012
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of American Oil & Gas
Inc. (the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's S-1
Registration Statement filed with SEC. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2012 as reported in the S-1 Registration Statement have been omitted.
NOTE 2. GOING CONCERN
As of April 30, 2012, the Company has not generated revenues and has accumulated
losses since inception. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, its
ability to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.
NOTE 3. INVESTMENTS IN OIL AND GAS PROPERTIES
CECIL BARLOW
On February 2, 2012, the Company paid $10,000 for a 100% working interest in the
Cecil Barlow lease in Caddo Parish, Louisiana. The Cecil Barlow lease has a
single well located on the property.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This section 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
report. 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.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $7,221 for the three month period ended April
30, 2012. We incurred operating expenses of $7,786 for the period from inception
(January 23, 2012) through April 30, 2012. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business and the preparation and filing of a Registration
Statement on Form S-1 with the U.S. Securities and Exchange Commission.
Our net loss for the three months ended April 30, 2012 was $7,221 with no
revenues. Our net loss from inception (January 23, 2012) through April 30, 2012
was $7,786.
As of April 30 2012, there is a total of $907 in accounts payable and $15,000 in
a note payable owed by the company to Robert Gelfand, the Company's sole officer
and director. The note is interest free and payable on demand.
We received our initial funding of $10,000 through the sale of common stock to
Robert Gelfand who purchased 10,000,000 shares of our common stock at $0.001 per
share in January, 2012.
LIQUIDITY AND CAPITAL RESOURCES
We had $8,121 in cash at April 30, 2012, and there were outstanding liabilities
of $15,907. Mr. Gelfand has verbally agreed to continue to loan the company
funds for operating expenses in a limited scenario until we receive funding or
have adequate revenue, but he has no legal obligation to do so. We are an
exploration stage company and have generated no revenue since inception to April
30, 2012.
On June 4, 2012 our Registration Statement on Form S-1 was declared effective.
Pursuant to the Registration Statement we are offering for sale a total of
10,000,000 shares of common stock at a price of $0.005 per share for a total of
$50,000 (the "Offering").
6
PLAN OF OPERATION
Our current cash balance is $8,121. 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 our current Offering. In
order to achieve our business plan goals, we will need the funding from our
current 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 funding 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 our current 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.
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.
7
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.
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.
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.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
8
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of April 30, 2012.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended April
30, 2012, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of
management's last evaluation.
9
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-180164, at the SEC
website at :
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
American Oil & Gas Inc.
Registrant
Date June 12, 2012 By: /s/ Robert Gelfand
------------------------------------------
Robert Gelfand, Chief Executive Officer,
Chief Financial and Accounting Officer and
Sole Director
1
