PART 1

Forward-Looking Information

This Annual Report of Axiom Oil and Gas Corp. on Form 10-K contains forward-looking statements, particularly those identified with the words, anticipates, believes, expects, plans, intends, objectives and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations”, generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Item 1. Business

General

The Company was incorporated in the State of Nevada on February 13, 2007. The Company was in the development stage of its business through fiscal 2010 when it abandoned its previous business of providing consulting services to private and public entities seeking assessment, development, and implementation of energy generating solutions. Effective fiscal 2011, we changed our planned business activities to the exploration and development of precious metal properties.  As part of our business strategy, we acquired another business, Axiom de Mexico S.A. de C.V. (“Axiom Mexico”). On May 31, 2012, we sold all of our interest in Axiom Mexico to an unrelated third party for $100 releasing us from any liabilities in Axiom Mexico.  In August 2012, we acquired additional mineral properties and planned to explore those properties in 2013.  We were unable to raise the required funds to explore our mineral properties and in February 2013 we dropped those mineral claims.  Subsequent to the year ended August 31, 2013, we effected a 1:25 reverse spilt on our common stock and changed our name to Axiom Oil and Gas Corp.  It is our intention to refocus our efforts on acquiring and developing oil and gas assets.  In October 2013, we entered into a farm out agreement with American Midwest Oil and Gas Corp. (“AMOG”) to drill, initially, six wells on their leases located in Toole County, Montana.  This is a related party transaction as our majority shareholder and director and officer, Robert Knight, and our director Ryan Kerr are affiliates of AMOG.  Our plan of operation is forward looking, and we may not be successful in our operations.

We are in the exploration stage and will continue to be in the exploration stage until we generate significant revenue from our business operations. To date, we have not generated any revenues. We maintain our statutory registered agent's office at 2360 Corporate Circle, Suite 400, Henderson,  NV 89074-7722. Our administrative office is located at 1846 E. Innovation Park Dr., Oro Valley, AZ 85755. Our telephone number is (303) 872-7814.

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Our Prior Strategy

Originally, our business was to concentrate on providing consulting services to private and public entities seeking assessment, development, and implementation of energy generating solutions. We have abandoned this strategy.  We then changed our strategy to explore for precious metal properties.  On January 13, 2011, we completed our acquisition of all of the outstanding shares of Axiom Mexico whereby through our wholly owned Mexican subsidiary, Axiom Acquisition Corp, acquired all of the issued and outstanding shares of Axiom Mexico, by the issuance of eighty thousand (80,000) of our common shares.  The surviving company was Axiom de Mexico S.A. de C.V., which was a wholly owned Mexican corporation that had options on two mineral concessions in Sonora State, Mexico.  On May 31, 2012, we sold all of our interest in Axiom Mexico to an unrelated third party for $100 releasing us from any liabilities in Axiom Mexico.  In August 2012, we acquired the 13 Fico claims in the Yukon Territory of Canada.  In February 2013 we abandoned the 13 Fico claims. We have abandoned this strategy as well.

Our Current Strategy:

We changed the focus of our Company to the exploration and development of oil and gas leases, mainly in the United States of America. Subsequent to the August 31, 2013 year end we changed our name to Axiom Oil and Gas Corp. We intend to obtain oil and gas leases for exploration and development, mainly in the USA.

On October 25, 2013, we entered into a Farmout Agreement with American Midwest Oil and Gas Corp. (“AMOG”). This is a related party transaction as our majority shareholder and director and officer, Robert Knight, and our director, Ryan Kerr, are also affiliates of AMOG.

AMOG has leases (the “Leases”) to explore and develop approximately 14,600 net mineral acres of land located in Toole County, Montana, of which AMOG’s net acres amount to approximately 8,000 acres.  We have agreed to start drilling a well on the land underlying Leases on or by June 1, 2014 (the “Initial Earning Well”).  If we drill the Initial Earning Well to a depth of at least 3,300 feet and

●

the Initial Earning Well is capable of producing more than 200 barrels (or 200 Mcf) of hydrocarbons over the first 30 days of production (“Paying Quantities”), AMOG will assign us a 75% working interest (60% net revenue interest) in the Earned Acreage (leases are subject to 40 acre spacing in Toole County) applicable to the Initial Earning Well; and

●

the Initial Earning Well is not capable of producing Paying Quantities, AMOG will not assign us any interest in the Earned Acreage applicable to the Initial Earning Well, but will assign a 100% interest in its interest in the wellbore and the associated hydrocarbon production (only insofar as to the quarter quarter section on which the well bottomhole is located).  

If the Initial Earning Well is drilled to a depth of at least 3,300 feet by June 1, 2014, then we shall have the option to drill additional earning wells.  Such option shall expire if more than six months elapse between the release of the drilling rig on the prior well and commencement of spudding operations on the next well, provided that any additional well drilled on Earned Acreage shall not count in determining this extension.  If we drill any such additional earning well to a depth of at least 3,300 feet and

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the additional earning well is capable of producing in Paying Quantities, AMOG will assign us a 75% working interest (60% net revenue interest) in the Earned Acreage applicable to that well; and

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the additional earning well is not capable of producing in Paying Quantities, AMOG will not assign us any interest in the Earned Acreage applicable to that well, but will assign a 100% interest in its interest in the wellbore and the associated hydrocarbon production (only insofar as to the quarter quarter section on which the well bottomhole is located).  

If we complete ten earning wells in Paying Quantities, we can exercise (within 60 days of the date that it is determined that the tenth well is capable of producing in Paying Quantities) an option to acquire 50% of AMOG’s interest in all the land underlying the Leases for $100 per net mineral acre.

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Operating Agreement

The Farmout Agreement deems an Operating Agreement between us and AMOG to effective as of the date of signing. The Operating Agreement is the standard American Association of Land Man Form 610 – 1989 Model Form Operating Agreement.

Employees

Robert Knight, our current President, who is also our CEO, works full time on behalf of our Company.  Currently, we have no other full time employees.  Frank Lamendola, our Chief Financial Officer works for us on a part time basis.  Our President has a compensation agreement with us.  Our Chief Financial Officer does not have a compensation agreement with us.

Insurance

We do not maintain any general insurance, but we plan to implement standard insurance policies for our company.  We do not have directors’ and officers’ liability insurance. Our ability to acquire a general insurance policy relies upon us having the necessary funds to do so.  We do not have the necessary funds to implement such insurance policies.  Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs, a judgment could be rendered against us that could cause us to cease operations.

Employees; Identification of Certain Significant Employees

We are an exploration stage company and currently have one full time employee; our CEO and one part time employee, or CFO. We intend to hire additional employees on an as needed basis.

Offices

Our administrative offices are currently located at 1846 E. Innovation Park Dr. Oro Valley, AZ 85755.  Our telephone number is (303) 872-7814.  

Compliance with Environmental Laws

Our new business plan calls for exploration activities and future oil and gas operations.  These activities are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, and protection of endangered and protected species. We expect to make in the future, significant expenditures to comply with such laws and regulations. Future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have an adverse impact on our financial condition or results of operations. In the event that we make an oil and gas discovery and decide to proceed to production, the costs and delays associated with compliance with these laws and regulations could stop us from proceeding with a project or the operation.

Government Regulation

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally.

Presently, we are qualified to do business in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject us to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse effect on our business, results of operations and financial condition.

Other than the foregoing, no governmental approval is needed for the sale of our services and products.

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Item 1A. Risk Factors

Risks associated with our business:

We have no operating history. We expect to incur losses for the foreseeable future. We will go out of business if we fail to generate sufficient revenue or raise additional capital.

We have a limited operating history. We were founded on February 13, 2007, and from the date of inception to August 31, 2013, we have accumulated losses of $14,111,027. We expect to incur additional losses for the foreseeable future and will go out of business if we fail to generate sufficient revenue or raise additional capital. We do not foresee generating revenues in the near future, and we have no commitments at this time to raise additional capital.  Additional losses will result from costs and expenses related to implementing our new business strategy and hiring qualified people to carry out the new business strategy.

If sufficient funds are not available, we may not be able to acquire oil and gas leases to implement our new business plan.

Our business may fail if we do not have sufficient funds to enable us to do one or more of the following: acquire oil and gas leases; attract qualified personnel to work for our Company; or fund our administrative and corporate expenses. Failure to acquire oil and gas leases will stop our plan for the Company to move ahead with our strategy.

Currently, we do not have any commitments for additional financing. Additional financing is required, and we cannot be certain that it will be available when and to the extent needed. As well, even if financing is available, we cannot be certain that it would be available on acceptable terms or in sufficient quantities.

Our major shareholder and two of our directors are affiliates to our farm out agreement with American Midwest Oil and Gas.

In October 2013, we entered into a farm out agreement with American Midwest Oil and Gas corp.  This is a related party transaction as our majority shareholder and director and officer, Robert Knight, and our director Ryan Kerr are affiliates of AMOG.  We may be in a conflict of interest if a dispute should arise between our Company and American Midwest Oil and Gas Corp.  Such a conflict may be detrimental to the success of our Company.

We are significantly dependent upon officers to develop our business. If we lose our officers or if our officers do not adequately develop our business, then we will go out of business.

At the outset, our success will depend entirely on the ability of our officer. We do not carry a “key person” life insurance policy on our officer. We currently have one full time employee. We rely almost exclusively upon our CEO to meet our needs. Our CEO is engaged full time for our Company.  Our CFO works for us on a part time basis.

One of our directors and officers also own a controlling interest in our common stock, and, as such, you may have no effective voice in our management.

As of August 31, 2013, one of our directors and officers owns approximately 89.7% of the Company's outstanding common stock. As such, this beneficial owner has the ability to influence all corporate actions required to be taken by majority consent of holders and management. If the interests of this beneficial owner differ from the interests of other shareholders, this beneficial owner may be able to ensure that his interests prevail.

One of our current directors, officers and key employees beneficially owns a significant percentage of our issued and outstanding shares of common stock. Accordingly, for the foreseeable future, we expect that our director and officer will exercise control over all matters requiring board and shareholder approval, including the possible election of additional directors and approval of significant corporate transactions. If you purchase shares of our common stock, you may have no effective voice in our management.

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The Company's concentration of ownership may harm the market price of the common stock by, among other things: delaying, deferring or preventing a change of control, even at a per share price that is in excess of the then-current price of the common stock; impeding a merger, consolidation, takeover or other business combination involving the Company, even at a per share price that is in excess of the then current price of the common stock; or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, even at a per share price that is in excess of the then current price of the common stock.

As we undertake exploration and development of any oil and gas leases that we may acquire, we will be subject to compliance with government regulations that may increase the anticipated cost of our exploration program.

There are several governmental regulations that materially restrict oil and gas exploration or exploitation. We expect to be subject to federal, state and local laws and regulations in Canada and the United States of America regarding environmental matters, the abstraction of water, and the discharge of wastes and materials and other similar laws and regulations. Amendments to current laws, regulations and permits governing operations and activities of exploration and development companies, or more stringent implementation thereof, could have a material adverse impact on us and our operations, increase our expenditures and costs and require abandonment or delays in developing new oil and gas leases. Environmental laws and regulations change frequently, and the implementation of new, or the modification of existing, laws or regulations could harm our business, financial condition or results of operations. We cannot predict how agencies or courts in Canada and the United States of America will interpret existing laws and regulations or the effect that these adoptions and interpretations may have on our business, financial condition or results of operations. We may be required to make significant expenditures to comply with governmental laws and regulations.

Any significant oil and gas development that we undertake in the future will have some environmental impact, including land and habitat impact, arising from the use of land for drilling and related activities, and certain impact on water resources near the project sites, resulting from water use. No assurances can be given that such environmental issues will not have a material adverse effect on our business, financial condition or results of operations in the future. While we believe we do not currently have any material environmental obligations, exploration and development activities may give rise in the future to significant liabilities on our part to the government and third parties and may require us to incur substantial costs of remediation.

Because of the speculative nature of exploration and development of oil and gas leases and the unique difficulties and uncertainties inherent in the oil and gas exploration and development business, there is substantial risk that no commercially exploitable hydrocarbons will be found and developed and our business will fail.

Exploration for and development of hydrocarbons is a speculative venture involving substantial risk. Oil and gas exploration and development companies encounter difficulties, and there is a high rate of failure of such enterprises. The expenditures we may make in the exploration of the oil and gas leases may not result in the discovery and development of commercial quantities of hydrocarbons. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of the oil and gas leases that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and development and additional costs and expenses that may exceed current estimates. In such a case, we would be unable to complete our business plan. The search for and development of oil and gas leases also involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, explosions, waste disposal, worker safety and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Additionally, we do not maintain insurance against environmental risks. As a result, any claims against us may result in liabilities we will not be able to afford, resulting in the failure of our business. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

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We do not carry title insurance and do not plan to secure any in the future. We are therefore, vulnerable to loss of title.

We do not maintain insurance against title. Title on oil and gas leases involves certain inherent risks due to the difficulties of determining the validity of certain leases as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many oil and gas leases. We cannot give any assurance that title to any oil and gas leases we may acquire will not be challenged or impugned and cannot be certain that we will have or will acquire valid title to these leases. We cannot assume that counterparties to our title transfer agreements will meet their contractual obligations and transfer title on a timely basis. Furthermore, although we believe that mechanisms exist to integrate the titles of oil and gas leases currently not owned by us, there is a risk that this process could be time consuming and costly. The possibility also exists that title to existing leases or future prospective leases may be lost due to an omission in the claim of title. As a result, any claims against us may result in liabilities we may not be able to afford resulting in the failure of our business.

In the event that we are unable to successfully compete within the oil and gas exploration and development business, we may not be able to achieve profitable operations.

The oil and gas exploration and development business is highly competitive. This industry has a multitude of competitors and many competitors dominate this industry. Many of our competitors have greater financial resources than us. As a result, we may experience difficulty competing with other businesses when conducting oil and gas exploration and development activities or in the retention of qualified personnel. No assurances can be given that we will be able to compete effectively.

In the future, the figures for our reserves and resources will be estimates based on interpretation and assumptions, and they may yield less hydrocarbon production under actual conditions than they may estimate.  

Unless otherwise indicated, oil and gas reserve figures presented in our filings with securities regulatory authorities, press releases and other public statements that may be made from time to time will be based upon estimates made by independent geologists and our internal geologists. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the oil and gas reserves on any leases we may acquire. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.

We cannot assure you that:

  •   these estimates will be accurate;

  •   reserve estimates will be accurate; or

  •   these hydrocarbons can be produced profitably.

Any material changes in oil and gas reserve estimates will affect the economic viability of placing a property into production and a property’s return on capital. In addition, any oil or gas ultimately produced, if any, may differ from that indicated by our technical reports and production test results. There can be no assurance that hydrocarbons  recovered in small scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Due to numerous factors beyond our control which could affect the marketability of oil and gas, including their respective market price, we may have difficulty selling any hydrocarbons if commercially viable reserves are found to exist.

The availability of markets and the volatility of market prices are beyond our control and represent a significant risk. Even if commercially viable reserves of oil and gas are found to exist on our property interests, a ready market may not exist for the sale of the reserves. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of markets and processing equipment, availability of pipelines or other such gathering and transportation systems, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting oil and gas and environmental protection. These factors could inhibit our ability to sell the hydrocarbons in the event that commercially viable reserves are found to exist.

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Our due diligence activities with respect to our property interests cannot assure that these properties will ultimately prove to be commercially viable.

Our due diligence activities have been limited, and to a great extent, we have relied upon information provided to us by third-party advisors. Accordingly, no assurances can be given that the leases we possess will contain adequate amounts of hydrocarbons for commercialization. Further, even if we recover hydrocarbons from any leases we may acquire, we cannot guarantee that we will make a profit. If we cannot acquire or locate commercially exploitable oil and gas reserves, or if it is not economical to recover the hydrocarbons, our business and operations will be materially adversely affected. At present, we do not have any oil and gas leases.

If we are unable to obtain all of our required governmental permits, our operations could be negatively impacted.

Our future operations, including exploration and development activities, require permits from various governmental authorities. Such operations are and will be governed by laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that we will be able to acquire all required licenses or permits or to maintain continued operations at economically justifiable costs.

Our financial position and results are subject to fluctuations in foreign currency values.

Any mining operations we undertake outside of the United States will be subject to currency fluctuations. Fluctuations in the exchange rate between the U.S. dollar and any foreign currency may adversely impact our operations. We do not anticipate that we will enter into any type of hedging transactions to offset this risk. In addition, with respect to commercial operations in Canada or other countries, it is possible that material transactions incurred in local currency, such as engagement of local contractors for major projects, will be settled at a U.S. dollar value that is different from the U.S. dollar value of the transaction at the time it was incurred. This could have the effect of undermining profits from operations in that country.

We are in competition with companies that are larger, more established and better capitalized than we are.

Many of our potential competitors have:

•   greater financial and technical resources;

•   longer operating histories and greater experience in the oil and gas industry;

•   greater awareness of the political, economic and governmental risks in operating in foreign countries.

Risks related to an investment in our common stock:

Trading of our common stock may be restricted by the United States Securities and Exchange Commission (“SEC”)

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price, as defined, being less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we develop a public market for our shares, then our shares would be covered by the penny stock rules. These penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. These additional requirements may have the effect of limiting the development of a public trading market thereby reducing the level of trading activity in the secondary market for stock that is subject to these penny stock rules. Consequently, these penny stock rules may negatively affect our ability to develop a public trading market for our common stock and may negatively affect the ability of broker-dealers to trade our common stock. We believe that the penny stock rules discourage investor interest in, and may limit the marketability of, our common stock.

Additionally, as a “shell company” under the Securities Act of 1933, the ability of certain shareholders to use the resale exemptions for restricted stock under Rule 144 of the Securities Act of 1933 is greatly limited.  This could further complicate our current fundraising efforts.

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There does not exist a liquid secondary market for our common stock therefore you may not be able to sell your common stock.

There is not currently a liquid secondary trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to sell your common stock. If you do want to sell your common stock, then you will be responsible for locating a buyer and finalizing terms of sale.

Due to the lack of a market for our shares, our share price will be more volatile. Also, our stock is held by a smaller number of investors thus reducing the liquidity of our stock and the likelihood that any active trading market will develop.

There is no market for our common stock and we cannot assure you that any market will ever be developed or maintained. Currently, our stock is listed on the Over-The-Counter-Bulletin-Board (OTCQB) under the trading symbol AXIO and on the Berlin Stock Exchange under the trading symbol 0X0. As of the date of this report, our stock has traded on the OTCQB on a very limited basis. We cannot provide any assurance that our stock will continue trading on the OTCQB. The fact that most of our stock is held by a small number of investors further reduces the liquidity of our stock and the likelihood that any active trading market will develop. The market for our common stock, if any, is likely to be volatile and many factors may affect the market. These include, for example: our success, or lack of success, in marketing our services; developing our client base; competition; government regulations; and fluctuating operating results.

Because our common stock is quoted and traded on the OTC Bulletin Board and the Berlin Stock Exchange, short selling could increase the volatility of our stock price.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on over-the-counter bulletin board or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase shares of our common stock.

We have never declared or paid any cash dividends on shares of our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

Because our stock price can be volatile, investors may not be able to recover any of their investment.

Stock prices in general, and stock prices of oil and gas exploration companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance or any specifics of the company. Factors that may influence the market price of our common stock include:

·

actual or anticipated changes or milestones in our operations;

·

our ability or inability to acquire oil and gas leases or interests in such properties;

·

our ability or inability to generate revenues;

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·

increased competition within United States and elsewhere;

·

government regulations, including oil and gas exploration regulations that affect our operations;

·

predictions and trends in the oil and gas industry;

·

volatility of oil prices;

·

sales of common stock by “insiders”; and

·

announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors.

Our stock price may also be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as, but not limited to, armed hostilities or acts of terrorism, recessions, acts of God, interest rates or international currency fluctuations, may adversely affect the market price of our common stock.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, including shares being offered for sale pursuant to a prospectus or upon the expiration of any statutory holding period, under Rule 144, or upon expiration of lock-up periods applicable to outstanding shares, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. Recent revisions to Rule 144 may result in shares of our common stock that we may issue in the future becoming eligible for resale into the public market without registration in as little as six months after their issuance.

Because our directors and officers may serve as directors or officers of other companies, they may have a conflict of interest in making decisions for our business.

Our directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors or officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of our directors, we expect that the director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. Our directors are required to act honestly, in good faith and in our best interests. In determining whether or not we will participate in a particular program and the interest therein to be acquired by us, we expect that the directors and officers will be guided by their fiduciary duties and take into account such matters as they deem relevant, including considering the degree of risk to which we may be exposed and our financial position at that time.

Because our future officers and directors may allocate their time to other business interests or may be employed by other companies, they may not be able or willing to devote a sufficient amount of time to our business operations, which may adversely affect our business, financial condition or results of operations and cause our business to fail.

It is possible that the demands from other obligations on our officer and director and future officers and directors, could increase, they could no longer be able to devote sufficient time to the management of our operations and business. This conflict of interest could adversely affect our business, financial condition or results of operations and cause our business to fail.

U.S. investors may experience difficulties in attempting to enforce judgments based upon U.S. federal securities laws against us and our non-U.S. resident directors.

Not all of our directors and officers are residents of the U.S. As a result, it may be difficult or impossible for U.S. investors to enforce judgments of U.S. courts for civil liabilities against us or against all of our directors and officers.

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Item 1B.  Unresolved Staff Comments

Not applicable.

Item 2.  Properties

We do not own any real estate or other tangible property.  Our principal office is located at 1846 E. Innovation Park Dr. Oro Valley, AZ 85755, telephone (303) 872-7814.   We lease our office space in Tucson, Arizona on a monthly basis at $125 per month. No debt has accrued on account of rent payments owing. Our office space is sufficient for our current needs. However, we may require additional space in the event that our business operations are successful and we hire employees.

Item 3. Legal Proceedings

We are not presently a party to any litigation.

Item 4.  Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

In October 2008, our common stock became eligible for quotation on the Over-the-Counter Bulletin Board under the symbol “TCPM”.   Upon the completion of our name change from TC Power Management Corp. to Axiom Gold and Silver Corp. our symbol changed to AXIO.  Subsequent to the August 31, 2013 year end we changed our name to Axiom Oil and Gas Corp, however, our symbol remained the same.

The market for our common stock is limited, volatile and sporadic.  The following table sets forth, for the periods indicated, the high and low bid prices of our common stock as reported on the OTCBB taking into effect the consolidation of the shares on a 1 for 25 basis.  The following quotations reflect inter-dealer prices, without retail mark-up, markdown, or commissions, and may not reflect actual transactions.  Our stock did not trade publically prior to the quarter ended February 28, 2011. As of December 11, 2013, shares of our common stock have traded on a limited basis.

Reports to Security Holders

We are a reporting company with the Securities and Exchange Commission, or SEC.  The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

Common Stock

We have 300,000,000 shares of $.001 par value common stock authorized, of which 9,912,761 shares are issued and outstanding at August 31, 2013. As of December 11, 2013, we had options outstanding under our option plan adopted in October 2010 and October 2013 and warrants outstanding to purchase shares of our common stock related to an offering of our common stock.

Holders

As of August 31, 2013, there were 34 holders of record for our common stock.

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Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

We are authorized to issue 300,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001.  Our Board of Directors has the authority to set the terms of any class of preferred shares through an issuance of a certificate of designation without receiving further shareholder approval.  We have reserved 280,000 common shares for issuance under our 2010 Stock Option Plan and 3,000,000 common shares for issuance under our 2013 Stock Option Plan.  In the period ended August 31, 2007, we sold 800,000 shares of common stock for cash of $500. In the year ended August 31, 2008, we sold 179,336 shares of common stock for cash of $112,085. There are no equity transactions in the years ended August 31, 2010 and 2009. Effective November 1, 2010, we enacted a four-for-one (4:1) forward stock split. Effective October 10, 2013, we enacted a one-for-twenty-five (1:25) reverse stock split. All share and per share data in the financial statements have been adjusted retroactively to reflect the stock splits.

Pursuant to a compensation agreement with a former Director (former CEO), effective October 4, 2010, we granted a stock award in the amount of 6,000 shares of Company common stock. The shares are valued at $37,500 or $6.25 per share, the fair value at date of grant. We recorded share-based compensation of $37,500 in the year ended August 31, 2011.

Pursuant to the acquisition agreement with Axiom Mexico on January 13, 2011, we issued eighty thousand (80,000) common shares to the shareholders of Axiom Mexico. The shares were valued at $500,000 ($6.25 per share) which represents the fair value on that date.

Pursuant to a compensation agreement with our former CEO, effective January 24, 2011, we issued 4,000 shares of common stock valued at $75,000 ($18.75 per share).

In January and February 2011, we sold 13,200 shares of common stock at $6.25 per share for gross proceeds of $82,500 to five non-US accredited investors pursuant to Regulation S.  We incurred offering costs of $2,500 pursuant to an escrow agreement.

In April and May 2011, we sold 64,000 shares of common stock at $6.25 per share for gross proceeds of $400,000 to three non-US accredited investors pursuant to Regulations S and one US accredited investor pursuant to Regulation D.

In June and July 2011, we sold 95,760 shares of common stock at $6.25 per share for gross proceeds of $598,500 to six non-US accredited investors pursuant to Regulations S and three US accredited investors pursuant to Regulation D. In addition, we incurred offering costs of $94,350 (10% of gross proceeds) on all sales pursuant to Regulation S.

In July 2011, we issued 10,000 shares of common stock for investor relations services.  The shares are valued at $487,500 the fair value at date of grant.

Pursuant to a compensation agreement with a former Director (former CEO) effective October 4, 2011, we granted a stock award in the amount of 6,000 shares of Company Common Stock.  The shares were valued at $151,500 or $25.25 per share, the fair value at grant date.  We recorded share-based compensation of $151,500 in the year ended August 21, 2012.

In December 2011, we received gross proceeds of $285,904 from the sale of 45,745 shares of common stock at $6.25 per share to one non-U.S. investor pursuant to Regulation S.

Effective August 16, 2012, our current CEO converted $212,218 of accrued and unpaid compensation and reimbursable expenses owed him into 8,488,720 shares of common stock at $0.75 per share. We incurred a charge for share based finance costs of $6,154,322 in the year ended August 31, 2012.

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In August 2012, we received gross proceeds of $10,000 from the sale of 16,000 Units at $0.625 per Unit which included 16,000 shares of common stock and warrants to purchase 1,600 shares of common stock at $0.875 per share to a non-US accredited investor pursuant to Regulation S.  We incurred offering costs of $1,000 (10% of gross proceeds) plus warrants to purchase shares of common stock at $0.035 per share.

In September 2012, we received gross proceeds of $33,750 from the sale of 54,000 Units at $0.625 per Unit which included 54,000 shares of common stock and warrants to purchase 5,400 shares of common stock at $0.875 per share to three non-US accredited investors pursuant to Regulation S.  We incurred offering costs of $3,375 (10% of gross proceeds) plus warrants to purchase 3,857 shares of common stock at $0.875 per share.

In December 2012, our former CEO converted $157,500 of accrued and unpaid compensation and reimbursable expenses owed him into 50,000 shares of Company common stock valued at $132,500 and a $25,000 promissory note.

In July and August 2013 we received $30,000 through the sale of convertible debentures to 2 non-US accredited investors pursuant to Regulation S.  The debentures are due and payable between June 30, 2014 and July 30, 2014 and carry an interest rate of 20% per annum and are convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

In September 2013 we received $35,000 through the sale of convertible debentures to 2 non-US accredited investors pursuant to Regulation S.  The debentures are due and payable June 30, 2014 and carry an interest rate of 20% per annum and are convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

In October 2013, we received $15,000 through the sale of convertible debentures to two non-US resident accredited investors pursuant to Regulation S. The debentures are due and payable June 30, 2014 and carry an interest rate of 20% per annum and are convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

Effective October 16, 2013, we entered into a consulting agreement for assistance in certain business and corporate matters, such as strategic and business plans, expansion of the Company's shareholder base and financing alternatives. The term of the agreement is for a period of 90 days from the effective date. We issued the consultant a total of 700,000 shares of Company common stock valued at $140,000, the fair value on the effective date, as compensation under the agreement.

On October 30, 2013, we settled an outstanding payable in the amount of approximately $125,000 through the issuance of an 8% promissory note in the amount of $35,000 due January 31, 2014 and 200,000 shares of our common stock with an agreed upon value of $0.01 per share.

In December 2013, we received $20,000 through the sale of a convertible debenture to a non-US accredited investor pursuant to Regulation S.  The debenture is due and payable June 30, 2014 and carries an interest rate of 20% per annum and is convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

Securities Authorized for Issuance under Equity Compensation Plans

The 2010 Stock Option Plan, adopted by the Board of Directors on January 31, 2011, is intended to provide an incentive to our executive officers, directors, employees, independent contractors or agents who are responsible for or contribute to our management, growth and/or profitability. The purpose of granting options to such persons under the Plan is to attract them to consider employment with, or service to, us, to encourage their continued employment or service, and to give them incentive to provide their best efforts to us for purposes of enhancing shareholder value.

A total of up to 280,000 shares of our common stock have been reserved for the implementation of the 2010 Stock Option Plan, either through the issuance of options to eligible persons in the form of incentive stock options or non-statutory options which are subject to restricted property treatment under Section 83 of the Internal Revenue Code. Whenever practical, the 2010 Stock Option Plan is to be administered by a committee of not less than two members of the Board of Directors appointed by the full Board, and the Plan has a term of ten years, unless sooner terminated by the Board.

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In the past two years, we have granted stock options to directors and officers who subsequently resigned on May 18, 2012.  As a result of the resignations, non-vested options to purchase 92,667 shares of Company common stock were immediately forfeited.  Additionally, the exercise date of vested options to purchase 173,333 shares of Company common stock was accelerated to three months after the date of resignation (August 18, 2012) per the terms of the option agreements, and none of these vested options were exercised by then.  

Pursuant to a compensation agreement with our then VP  Business Development (current CEO), effective January 20, 2011, we granted a stock option award for the purchase of 12,000 shares of Company common stock at an exercise price of $6.25 per share. The option vests as follows: 6,000 shares immediately and 6,000 shares on January 20, 2012; and is exercisable for five years from the date of issuance.

The 2013 Stock Option Plan, adopted by the Board of Directors on October 23, 2013, is intended to provide an incentive to our executive officers, directors, employees, independent contractors or agents who are responsible for or contribute to our management, growth and/or profitability. The purpose of granting options to such persons under the Plan is to attract them to consider employment with, or service to, us, to encourage their continued employment or service, and to give them incentive to provide their best efforts to us for purposes of enhancing shareholder value.

A total of up to 3,000,000 shares of our common stock have been reserved for the implementation of the 2013 Stock Option Plan, either through the issuance of options to eligible persons in the form of incentive stock options or non-statutory options which are subject to restricted property treatment under Section 83 of the Internal Revenue Code. Whenever practical, the 2013 Stock Option Plan is to be administered by a committee of not less than two members of the Board of Directors appointed by the full Board, and the Plan has a term of five years, unless sooner terminated by the Board.

Effective October 31, 2013,  we granted our CEO and Director a stock option award for the purchase of 500,000 shares of Company common stock at an exercise price of $0.25 per share. The option vests as follows: 200,000 options immediately and 100,000 options on May 1, 2014, 100,000 options November 1, 2014 and 100,000 options May 1, 2015; and is exercisable for five years from the date of issuance.

Effective November 8, 2013 we granted our CFO and Director a stock option award for the purchase of 300,000 shares of Company common stock at an exercise price of $0.25 per share. The option vests as follows: 150,000 options immediately and 50,000 options on May 1, 2014, 50,000 options November 1, 2014 and 50,000 options May 1, 2015; and is exercisable for five years from the date of issuance.

Effective November 8, 2013 we granted one of our directors a stock option award for the purchase of 150,000 shares of Company common stock at an exercise price of $0.25 per share. The option vests as follows: 75,000 options immediately and 25,000 options on May 1, 2014, 25,000 options November 1, 2014 and 25,000 options May 1, 2015; and is exercisable for five years from the date of issuance.

Purchases of Equity Securities.

None during the period covered by this report.

Item 6. Selected Financial Data.

Not applicable.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Critical Accounting Policies and Estimates. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

Equity-Based Compensation - We account for equity based compensation transactions with employees under the provisions of ASC Topic No. 718, “Compensation: Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of common stock issued for compensation is measured at the market price on the date of grant.  The fair value of our equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award, and we elected to use the straight-line method for awards granted after the adoption of Topic No. 718.

We account for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize an asset or expense in the same manner as if we were to receive cash for the goods or services instead of paying with or using the equity instrument.

Other accounting policies are described in the notes to the financial statements included in this Annual Report . The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended August 31, 2013.

Overview.   We were incorporated in the State of Nevada on February 13, 2007, under the name TC Power Management Corp. We are in the exploration stage of our business and have not generated any revenues.  We abandoned our previous business of providing consulting services to private and public entities seeking assessment, development, and implementation of energy generating solutions. We changed our planned business activities to the exploration and development of precious metals properties.  On January 13, 2011, we entered into a material definitive agreement to acquire all of the shares of Axiom Minerals de Mexico S.A. de C.V (“Axiom Mexico”) and on May 10, 2011 we changed our name to Axiom Gold and Silver Corporation.  There were no material relationships between Axiom Gold and Silver, its officers and director or its affiliates and any of the shareholders of Axiom Mexico, other than in respect to the material definitive agreement and the pooling agreement described herein.  The agreement called for Axiom Gold and Silver, through its wholly owned Mexican subsidiary, Axiom Acquisition Corp, to acquire all of the issued and outstanding shares of Axiom Mexico, by the issuance of  eighty thousand (80,000) common shares of Axiom Gold and Silver.  The shares were issued to the shareholders of Axiom Mexico on a pro rata basis as to their ownership of Axiom Mexico.  Axiom Acquisition Corp. merged with and into Axiom Mexico and the separate corporate existence of Axiom Acquisition Corp. ceased to exist.  On May 31, 2012 we sold all of our interest in Axiom Mexico to an unrelated third party for $100 releasing us from any liabilities in Axiom Mexico.  

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On August 20, 2012, we entered into an option agreement to acquire 13 Fico claims located near Mt. Morrison in the Yukon Territory (the “Fico Claims”) for an aggregate amount of two hundred and fifty thousand Canadian Dollars ($250,000 CAD) as follows: (a) $15,000 CAD payable six months after the signing of the agreement, February 20, 2013; (b) $25,000 CAD payable twelve months after signing, August 20, 2013; (c) $60,000 CAD payable twenty-four months after signing, August 20, 2014; (d) $150,000 CAD payable thirty-six months after signing, August 20, 2015. We agreed to make the minimum work commitments on the Fico Claims as follows: (a) $100,000 CAD each in the first and second year of the agreement; (b) $250,000 CAD in the third year of the agreement. The option agreement is subject to a 2% net smelter return royalty. In February 2013 we abandoned the Fico claims.

We now plan to focus our business strategy on the exploration and development of oil and gas leases, mainly in the United States of America.  Subsequent to the August 31, 2013 year end we changed our name to Axiom Oil and Gas Corp.  

On October 25, 2013, we entered into a Farmout Agreement with American Midwest Oil and Gas Corp. (“AMOG”). This is a related party transaction as our majority shareholder and two of our directors, Robert Knight (also an officer) and Ryan Kerr, are also affiliates of AMOG.

AMOG has leases (the “Leases”) to explore and develop approximately 14,600 net mineral acres of land located in Toole County, Montana, of which AMOG’s net acres amount to approximately 8,000 acres.  We have agreed to start drilling a well on the land underlying Leases on or by June 1, 2014 (the “Initial Earning Well”).  If we drill the Initial Earning Well to a depth of at least 3,300 feet and

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the Initial Earning Well is capable of producing more than 200 barrels (or 200 Mcf) of hydrocarbons over the first 30 days of production (“Paying Quantities”), AMOG will assign us a 75% working interest (60% net revenue interest) in the Earned Acreage (wells in Toole County are subject to 40 acre spacing) applicable to the Initial Earning Well; and

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the Initial Earning Well is not capable of producing Paying Quantities, AMOG will not assign us any interest in the Earned Acreage applicable to the Initial Earning Well, but will assign a 100% interest in its interest in the wellbore and the associated hydrocarbon production (only insofar as to the quarter quarter section on which the well bottomhole is located).  

If the Initial Earning Well is drilled to a depth of at least 3,300 feet by June 1, 2014, then we shall have the option to drill additional earning wells.  Such option shall expire if more than six months elapse between the release of the drilling rig on the prior well and commencement of spudding operations on the next well, provided that any additional well drilled on Earned Acreage shall not count in determining this extension.  If we drill any such additional earning well to a depth of at least 3,300 feet and

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the additional earning well is capable of producing in Paying Quantities, AMOG will assign us a 75% working interest (60% net revenue interest) in the Earned Acreage applicable to that well; and

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the additional earning well is not capable of producing in Paying Quantities, AMOG will not assign us any interest in the Earned Acreage applicable to that well, but will assign a 100% interest in its interest in the wellbore and the associated hydrocarbon production (only insofar as to the quarter quarter section on which the well bottomhole is located).  

If we complete ten earning wells in Paying Quantities, we can exercise (within 60 days of the date that it is determined that the tenth well is capable of producing in Paying Quantities) an option to acquire 50% of AMOG’s interest in all the land underlying the Leases for $100 per net mineral acre.

We anticipate that it will cost approximately $650,000 to drill our first well in the leases we are subject to in the farm out agreement.  We do not, currently, have funds available to drill such a well and we are not in negotiations with anyone to acquire such funds.  We have until June 1, 2014 to raise the necessary funds.  If we do not raise the funds, then the farm out agreement will be cancelled.  

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If we were successful in raising the necessary funds to drill and complete the first well, and such well produced commercial quantities of oil and gas, we still may not be able to raise additional funds for the second well.  If we fail to raise additional funds (assuming the first well is completed on time) the farm out agreement would be cancelled and we would have no further rights under that agreement.  We would, however, maintain our working interest and net revenue interest in the completed well.

Operating Agreement

The Farmout Agreement deems an Operating Agreement between us and AMOG to effective as of the date of signing. The Operating Agreement is the standard American Association of Land Man Form 610 - 1989 Model Form Operating Agreement.

Our plan of operation is forward looking, and we may never begin operations.

Plan of Operations

Since the sale of Axiom Mexico and the abandonment of the Fico claims, our current business plan is to acquire oil and gas leases located in the United States of America.

Our proposed principal product is the production of hydrocarbons.  In order to commence the exploration and development of oil and gas leases, we will need to accomplish the following milestones:

1.         Acquire and Begin Exploration of Oil and Gas Leases. We will need to raise additional funds or issue shares to pay for the cost of acquisition and exploration of any oil and gas leases.

2.         Hire Qualified Staff. We will need to hire qualified people to execute our business plan to explore for hydrocarbons. We will need to raise additional funds to attract qualified people to our Company.  We currently have one full time and one part time employee, and we do not intend to hire additional employees at this time.

If the necessary funds are raised to drill a well in Toole County we will work closely with American Midwest Oil and Gas Corp. to identify the location of the first well.  American Midwest Oil and Gas is the operator, so they will contract all of the necessary contractors to drill and complete a well.  Our function, initially will be to provide capital for the project.

Competition

We compete with other oil and gas companies in connection with the acquisition of oil and gas leases and in connection with the recruitment and retention of qualified employees.  Many of these companies are much larger than us, have greater financial resources and have been in the oil and gas business much longer than we have.  As such, these competitors may be in a better position through size, finances and experience to acquire suitable exploration properties.  We may not be able to compete against these companies in acquiring new leases and/or qualified people to work on any of our leases.

There is significant competition for the limited number of oil and gas lease opportunities available and, as a result, we may be unable to continue to acquire attractive oil and gas leases on terms we consider acceptable.

Given the size of the world market for oil and gas relative to individual producers and consumers of oil and gas, we believe that no single company has sufficient market influence to significantly affect the price or supply of oil and gas in the world market.

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Governmental Regulations

Our business is subject to various levels of government controls and regulations, which are supplemented and revised from time to time. Any hydrocarbon exploration activity conducted by us requires permits from governmental authorities.  The various levels of government controls and regulations address, among other things, the environmental impact of oil and gas operations and establish requirements for the abandoning wells after operations have ceased. With respect to the regulation of oil and gas production, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various components of operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclamation and rehabilitation of oil and gas operations following the cessation of operations, and may require that some former oil and gas leases be managed for long periods of time. In addition, in certain jurisdictions, we may be subject to foreign investment controls and regulations governing our ability to remit earnings abroad.

The need to comply with applicable laws, regulations and permits will increase the cost of operation and may delay exploration. All permits required for the conduct of oil and gas operations, including the construction of production facilities, may not be obtainable, which would have an adverse effect on any oil and gas project we might undertake. Additionally, failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing exploration to cease or be curtailed.  Parties engaged in oil and gas operations may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current governmental laws and regulations affecting oil and gas companies, or the more stringent application thereof, could adversely affect our operations.  The extent of any future changes to governmental laws and regulations cannot be predicted or quantified. Generally, new laws and regulations result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with the new requirements.

Compliance with Environmental Laws

Any future oil and gas operations are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, and protection of endangered and protected species. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have an adverse impact on our financial condition or results of operations.  In the event that we make mineral hydrocarbon discovery and decide to proceed to production, the costs and delays associated with compliance with these laws and regulations could stop us from proceeding with a project or the operation or increase the costs of improvement or production.

Employees

We currently have two employees working for us, our CEO and our CFO.  

All oil and gas exploration and operations will be contracted out to third parties.  In the event that our exploration projects are successful and warrant putting any of our leases into production, such operations may also be contracted out to third parties.  We rely on management to handle all matters related to business development and business operations.

For the year ended August 31, 2013 compared to the year ended August 31, 2012.

Results of Operations

Revenues. Since inception, we have yet to generate any revenues from our business operations.  Our ability to generate revenues has been significantly hindered by our lack of capital. We hope to generate revenues as we implement our new business plan.

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Operating Expenses. For the year ended August 31, 2013, our total operating expenses were $297,000 as compared to total operating expenses of $2,220,000 for the year ended August 31, 2012. Our total operating expenses in fiscal 2013 consist of, primarily, compensation ($90,000) and professional fees related to being a public company ($150,000). In fiscal 2012, our total operating expenses consisted primarily of non-cash compensation and consulting expenses ($1,222,000), exploration expenses ($192,000) and professional fees ($199,000). We expect that we will continue to incur significant professional fees related to being a public company.

Net Loss.  For the year ended August 31, 2013, our net loss was $301,000, as compared to the year ended August 31, 2012, in which our net loss was $8,276,000.  In fiscal 2012 we incurred share-based finance costs of $6,154,000 through the exchange of $212,000 of related party debt for 8,488,720 shares of common stock. A large part of our net loss is also from non-cash items attributed to hiring and maintaining quality personnel through the issuance of shares and options.  We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

Liquidity and Capital Resources

We had cash of $362 as of August 31, 2013 which is a significant portion of our total assets.  We had cash of $5,352 as of August 31, 2012. The decrease in the amount of our cash from 2012 to 2013 is due to our inability to raise capital through the sale of our securities and the using of the cash we had in our operations. We are seeking to raise additional funds to meet our working capital needs principally through the sales of our securities.  As of the date of this report, except as noted below regarding convertible debentures, we do not have any commitments to raise any such funds, and we may not be able to raise additional funds.  

As of August 31, 2013, our total liabilities were $608,000 comprised of $511,000 in accounts payable and accrued expenses (including, $120,000 owed to our current CEO for accrued compensation and expenses), $67,000 in notes payable to non-affiliates and $30,000 in convertible debentures. In our year ended August 31, 2012, our total liabilities were $478,000 comprised of $448,000 in accounts payable and accrued expenses (including, $8,000 and $153,000  owed to our current CEO  and our former CEO, respectively, for accrued compensation and expenses), and $30,000 in notes payable to non-affiliates.

At inception, we sold 800,000 shares of common stock to our officers and director for $500 in cash. In 2008, we sold an additional 179,336 shares of common stock through our public offering for proceeds of $112,085. We have used the proceeds from the cash raised in that offering to pay the legal and accounting costs of being a public company. For the year ended August 31, 2011, we sold 172,960 shares of common stock through our public offering for gross proceeds of $1,081,000.  We recorded $96,850 of costs related to the offering.  We used the proceeds from this offering for general working capital to pay the costs of operations.  

In December 2011, we received gross proceeds of $285,904 from the sale of 45,745 shares of common stock at $6.25 per share to one non-U.S. investor pursuant to Regulation S.

Effective August 16, 2012, our current CEO converted $212,218 of accrued and unpaid compensation and reimbursable expenses owed him into 8,488,720 shares of common stock at $0.75 per share. We incurred a charge for share based finance costs of $6,154,322 in the year ended August 31, 2012.

In August 2012, we received gross proceeds of $10,000 from the sale of 16,000 Units at $0.625 per Unit which included 16,000 shares of common stock and warrants to purchase 1,600 shares of common stock at $0.875 per share to a non-US accredited investor pursuant to Regulation S.  We incurred offering costs of $1,000 (10% of gross proceeds) plus warrants to purchase 1,143 shares of common stock at $0.875 per share.

In September 2012, we received gross proceeds of $33,750 from the sale of 54,000 Units at $0.625 per Unit which included 54,000 shares of common stock and warrants to purchase 5,400 shares of common stock at $0.875 per share to three non-US accredited investors pursuant to Regulation S.  We incurred offering costs of $3,375 (10% of gross proceeds) plus warrants to purchase 3,857 shares of common stock at $0.875 per share.

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In July and August 2013 we received $30,000 through the sale of convertible debentures to 2 non-US accredited investors pursuant to Regulation S. The debentures are due and payable between June 30, 2014 and July 30, 2013 and carry an interest rate of 20% per annum and are convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

In September 2013 we received $35,000 through the sale of convertible debentures to two non-US accredited investors pursuant to Regulation S.  The debentures are due and payable June 30, 2014 and carry an interest rate of 20% per annum and are convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

In October, 2013, we received $15,000 through the sale of convertible debentures to 2 non-US resident accredited investors pursuant to Regulation S. The debentures are due and payable June 30, 2014 and carry an interest rate of 20% per annum and are convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

Effective October 16, 2013, we entered into a consulting agreement for assistance in certain business and corporate matters, such as strategic and business plans, expansion of the Company's shareholder base and financing alternatives. The term of the agreement is for a period of 90 days from the effective date. We issued the consultant a total of 700,000 shares of Company common stock valued at $140,000, the fair value on the effective date, as compensation under the agreement.

On October 30, 2013, we settled an outstanding payable in the amount of approximately $125,000 through the issuance of an 8% promissory note in the amount of $35,000 due January 31, 2014 and 200,000 shares of our common stock with an agreed upon value of $0.01 per share.

In December 2013, we received $20,000 through the sale of a convertible debenture to a non-US accredited investor pursuant to Regulation S.  The debenture is due and payable June 30, 2014 and carries an interest rate of 20% per annum and is convertible at $.25 per share any time after December 31, 2013 on a post consolidated basis.

During fiscal 2014, we expect that our business plan for exploration of oil and gas leases will be a significant cost to us and to complete that plan we will need to raise substantial funds.  Furthermore, if we find additional leases for acquisitions that may also require significant capital, not only for the actual acquisition but also for any exploration work that may need to be completed.  As well, the legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain funds to pay those expenses. Other than the anticipated exploration costs, acquisition costs, increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. In order to implement our business plan in the manner we envision, we will need to raise additional capital.  We cannot guaranty that we will be able to raise additional funds. Moreover, in the event that we can raise additional funds, we cannot guaranty that additional funding will be available on favorable terms. In the event that we experience a shortfall in our capital, we hope that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months.  At this time, though, we do not have any arrangement with any of our officers, directors or shareholders to provide any funding for the Company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

21

Item 8.  Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

Report of Independent Registered Accounting Firm - Cowan, Gunteski & Co., P.A.

F-2

Report of Independent Registered Accounting Firm - Meyler & Company, LLC

F-3

Consolidated Balance Sheets as of August 31, 2013 and 2012.

F-4

Consolidated Statements of Operations for the years ended August 31, 2013 and 2012 and the period from Inception of Exploration Stage (September 1, 2010) through August 31, 2013.

F-5

Consolidated Statements of Comprehensive Loss for the years ended August 31, 2013 and 2012 and for the period from Inception of Exploration Stage (September 1, 2010) through August 31, 2013.

F-6

Consolidated Statement of Changes in Stockholders’ Deficiency for the period from Inception of Exploration Stage (September 1, 2010) through August 31, 2013.

F-8

Consolidated Statements of Cash Flows for the years ended August 31, 2013 and 2012 and the period from Inception of Exploration Stage (September 1, 2010) through August 31, 2013.

F-10

Notes to Consolidated Financial Statements.

22

Report of Independent Registered Public Accounting Firm 

To the Board of Directors and
  Stockholders of
Axiom Oil and Gas Corp.

We have audited the accompanying consolidated balance sheet of Axiom Oil and Gas Corp. (An Exploration Stage Company) as of August 31, 2013, the related consolidated statements of operations, comprehensive loss, and cash flows for the year then ended and for the period from inception of exploration stage (September 1, 2010) through August 31, 2013, and the consolidated statement of changes in stockholders’ deficiency for the period from inception of exploration stage (September 1, 2010) through August 31, 2013.  Axiom Oil and Gas Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Axiom Oil and Gas Corp. (An Exploration Stage Company) as of August 31, 2013, and the consolidated results of its operations and its cash flows for the year then ended, and the period from inception of exploration stage (September 1, 2010) through August 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements, the Company has no established source of revenue, and has accumulated significant losses and an accumulated deficit during its exploration stage.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding these matters are also described in Note 2.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Cowan, Gunteski & Co., P.A.

December 13, 2013
Tinton Falls, NJ

Reply to: 730 Hope Road | Tinton Falls  |  NJ 07724  |  Phone: 732.676.4100  |  Fax: 732.676.4101
40 Bey Lea Road, Suite A101 | Toms River  |  NJ 08753 |  Phone: 732.349.6880  |  Fax: 732.349.1949
Member of CPAmerica International

Auditors of SEC Registrants under the PCAOB

www.CowanGunteski.com

F-1

Report of Independent Registered Public Accounting Firm 

To the Board of Directors and

Stockholders of
Axiom Oil and Gas Corp.

We have audited the accompanying consolidated balance sheet of Axiom Oil and Gas Corp. (An Exploration Stage Company) as of August 31, 2012, the related consolidated statements of operations, comprehensive loss, and cash flows for the year then ended, and the consolidated statement of changes in stockholders’ deficiency for the period from inception of exploration stage (September 1, 2010) through August 31, 2012.  Axiom Oil and Gas Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Axiom Oil and Gas Corp. (An Exploration Stage Company) as of August 31, 2012, and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements, the Company has no established source of revenue, and has accumulated significant losses and an accumulated deficit during its exploration stage.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding these matters are also described in Note 2.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Meyler & Company, LLC

December 12, 2012
Middletown, NJ

F-2

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Balance Sheets

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Statements of Operations

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Statements of Comprehensive Loss

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Statement of Changes in Stockholders’ Deficiency

Period from Inception of Exploration Stage (September 1, 2010) through August 31, 2013

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Statement of Changes in Stockholders’ Deficiency

Period from Inception of Exploration Stage (September 1, 2010) through August 31, 2013

The accompanying notes are an integral part of these consolidated financial statements.

F-7

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these consolidated financial statements.

F-8

AXIOM OIL AND GAS CORP.

(Formerly Axiom Gold and Silver Corp.)

(An Exploration Stage Company)

Consolidated Statements of Cash Flows