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 JULY 31, 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 [X] NO [ ]
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 September 11,
2012
ITEM 1. FINANCIAL STATEMENTS
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
July 31, 2012 January 31, 2012
------------- ----------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 15,101 $ 25,000
-------- --------
TOTAL CURRENT ASSETS 15,101 25,000
Oil and Gas Property (Successful Efforts Method)
Unproven 37,102 --
-------- --------
TOTAL ASSETS $ 52,204 $ 25,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 3,305 $ 565
Loan Payable - Related Party -- 15,000
-------- --------
TOTAL CURRENT LIABILITIES 3,305 15,565
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares authorized;
20,000,000 and 10,000,000 shares issued and outstanding
as of July 31, 2012 and January 31, 2012 $ 20,000 $ 10,000
Additional Paid-In Capital 40,000 --
Deficit accumulated during exploration stage (11,102) (565)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 48,898 9,435
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 52,204 $ 25,000
======== ========
See Notes to Financial Statements
2
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 23, 2012
Three Months Six Months (inception)
ended ended through
July 31, 2012 July 31, 2012 July 31, 2012
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
EXPENSES
General and Administration 1,416 5,337 5,902
Professional Fees 1,900 5,200 5,200
------------ ------------ ------------
TOTAL EXPENSES 3,316 10,537 11,102
------------ ------------ ------------
NET INCOME (LOSS) $ (3,316) $ (10,537) $ (11,102)
============ ============ ============
NET LOSS PER BASIC AND DILITED SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 12,173,913 11,098,901
============ ============
See Notes to Financial Statements
3
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 23, 2012
Six Months (inception)
ended through
July 31, 2012 July 31, 2012
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(10,537) $(11,102)
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 2,740 3,305
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,796) (7,796)
CASH FLOWS FROM INVESTING ACTIVITIES
Oil and Gas Property (37,102) (37,102)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (37,102) (37,102)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party (15,000) --
Issuance of common stock 50,000 60,000
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 35,000 60,000
-------- --------
NET INCREASE (DECREASE) IN CASH (9,899) 15,101
CASH AT BEGINNING OF PERIOD 25,000 --
-------- --------
CASH AT END OF PERIOD $ 15,101 $ 15,101
======== ========
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
July 31, 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 July 31, 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 July 18, 2012, the Company spent $26,437 to upgrade the well on the Cecil
Barlow lease in Caddo Parish, Louisiana.
NOTE 4. RELATED PARTY TRANSACTIONS
As of July 31, 2012 the funds loaned by Robert Gelfand, President, have been
repaid in full.
NOTE 5. STOCKHOLDERS' EQUITY
On July 12, 2012, the Company completed its registered offering raising $50,000
from the sale of 10,000,000 shares of common stock, par value $.001.
As of July 31, 2012 the Company had 20,000,000 shares of common stock issued and
outstanding.
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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 $3,316 for the three month period ended July
31, 2012 with no revenues. We incurred operating expenses of $11,102 for the
period from inception (January 23, 2012) through July 31, 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 July 31, 2012 was $3,316. Our net loss
for the six months ended July 31, 2012 was $10,537 with no revenues. Our net
loss from inception (January 23, 2012) through July 31, 2012 was $11,102.
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. On July 12, 2012, the Company completed its registered
offering raising $50,000 from the sale of 10,000,000 shares of common stock.
LIQUIDITY AND CAPITAL RESOURCES
We had $15,101 in cash at July 31, 2012, and there were outstanding liabilities
of $3,305. 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 July 31, 2012.
PLAN OF OPERATION
Our current cash balance is $15,101. We believe our cash balance along with
anticipated revenues from the reworked well will be sufficient to cover the
expenses we will incur during the next twelve months. In order to achieve our
business plan goals, we will need to realize revenue from our oil & gas sales.
6
We are an exploration stage company and have generated no revenue to date. We
have sold $60,000 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.
During the quarter ended July 31, 2012 we spent $10,000 for the purchase of the
Cecil Barlow #1 bore hole and $27,102 to complete the re-work and production
program.
Our plan of operation for the next twelve months is to begin production on the
current lease while also searching for other appropriate leases. 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 $1,125 in working capital. Total expenditures
over the next 12 months are therefore expected to be approximately $20,000.
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 will need to realize revenue from our
oil & gas sales. If we do not realize revenues we believe that our current cash
balance will allow us to operate for approximately nine months.
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.
7
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.
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 July 31, 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 July
31, 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.
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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 www.sec.gov:
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 September 11, 2012 By: /s/ Robert Gelfand
------------------------------------------
Robert Gelfand, Chief Executive Officer,
Chief Financial and Accounting Officer and
Sole Director
