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EX-32.1 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (902) - ACCESS US OIL & GAS, INC.accessexh321.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER (302) - ACCESS US OIL & GAS, INC.accessexh311.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (302) - ACCESS US OIL & GAS, INC.accessexh312.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (902) - ACCESS US OIL & GAS, INC.accessexh322.htm


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

FORM 10-Q

(Mark One)
[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly ended June 30, 2015

[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________  to _____________

Commission File Number: 0-54721

ACCESS US OIL & GAS, INC.
(Exact name of registrant as specified in its charter)

Delaware
46-1035533
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

673 Woodland Square Loop SE
Suite 320
Lacey, Washington 98503
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: 360-970-2647

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $.0001 par value per share
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.   [X] Yes   [  ] No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).  [X] Yes   [  ] 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 [  ]  (do not check if smaller reporting company)
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   [X] No

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

Class
Outstanding August 14, 2015
Common Stock, par value $0.0001
21,290,000 shares
 
Documents incorporated by reference: None

 
 

 
 
ACCESS US OIL & GAS, INC.
 
FORM 10-Q
 
FOR THE QUARTERLY PERIOD ENDED June 30, 2015
 
TABLE OF CONTENTS
 
   
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements.
2
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
11
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
12
     
Item 4.
Controls and Procedures.
12
     
PART II - OTHER INFORMATION
 
Item 1.
Legal Proceedings.
14
     
Item 1A.
Risk Factors.
14
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
14
     
Item 3.
Defaults Upon Senior Securities.
14
     
Item 4.
Mine Safety Disclosures.
14
     
Item 5.
Other Information.
14
     
Item 6.
Exhibits.
15
     
 
Signatures.
16
 
 
1

 
 
ITEM 1. Financial Statements

ACCESS US OIL & GAS, INC.
CONDENSED BALANCE SHEETS
 
   
June 30,
2015
   
December 31,
2014
 
   
(Unaudited)
       
CURRENT ASSETS
           
   Cash
  $ 33,319     $ 9,845  
   Account receivables
    311,929       678,877  
     Total current assets
    345,248       688,722  
                 
PROPERTY AND EQUIPMENT
               
Unproved leasehold costs
    1,463,784       1,463,784  
Proved oil and gas properties, net
    7,219,336       6,346,116  
    TOTAL ASSETS
    9,028,368       8,498,622  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT:
               
                 
CURRENT LIABILITIES:
               
   Accounts payable - trade
    172,625       144,444  
   Accounts payable - oil and gas
    1,012,466       368,784  
   Accounts payable and accrued liabilities - related party
    540,044       384,254  
   Notes payable - related party
    7,344,568       7,808,652  
   Notes payable – net of discount
    311,876       311,036  
      Total current liabilities
    9,381,579       9,017,170  
                 
Long-term notes- payable, net of discount
    37,225       37,103  
Asset retirement obligations
    17,280       16,580  
      TOTAL LIABILITIES
    9,436,084       9,070,853  
                 
STOCKHOLDERS' DEFICIT:
               
Common stock, $.0001 par value, 100,000,000 shares authorized; 21,290,000 issued and outstanding as of June 30, 2015, December 31, 2014, respectively
    2,129       2,129  
    Additional paid-in capital
    22,434       22,434  
    Accumulated deficit
    (432,279 )     (596,794 )
      Total stockholders' deficit
    (407,716 )     (572,231 )
    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 9,028,368     $ 8,498,622  

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

 
2

 

ACCESS US OIL & GAS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
OIL AND GAS REVENUES
  $ 310,289     $ 87,129     $ 727,834     $ 87,129  
                                 
COSTS AND OPERATING EXPENSES:
                               
     Lease operating expenses
    50,402       -       86,232       -  
     Depreciation, depletion, amortization and accretion
    160,024       -       297,899       -  
     General and administrative
    78,121       143,535       157,265       274,067  
         Total costs and operating expenses
    288,547       143,535       541,396       274,067  
OPERATING INCOME (LOSS)
    21,742       (56,406 )     186,438       (186,938 )
                                 
OTHER (INCOME) EXPENSES
                               
      Amortization of debt discount
    404       558       962       1,116  
      Interest expense
    7,373       -       20,960       -  
        Total other expense
    7,777       558       21,922       1,116  
                                 
INCOME (LOSS) BEFORE TAXES
    13,965       (56,964 )     164,516       (188,054 )
                                 
PROVISION FOR INCOME TAXES
    -       -       -       -  
                                 
NET INCOME (LOSS)
  $ 13,965     $ (56,964 )   $ 164,516     $ (188,054 )
                                 
BASIC AND DILUTED LOSS PER SHARE,
  $ 0.00     $ (0.00 )   $ 0.01     $ (0.01 )
  Weighted average number of common shares outstanding, basic and diluted
    21,290,000       21,290,000       21,290,000       21,290,000  
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
3

 

ACCESS US OIL & GAS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)


   
For the six months ended
June 30,
 
   
2015
   
2014
 
             
  Net income (loss)
  $ 164,516     $ (188,054 )
  Adjustments to reconcile net loss to net cash used in operating activities:
               
  Depreciation, depletion, and amortization
    297,899       -  
Amortization of debt discount
    962       1,116  
  Changes in operating assets and liabilities:
               
    Accounts receivables
    366,948       (87,129 )
    Accounts payable
    671,863       261,295  
Accrued expense - related party
    155,789       -  
          Net cash provided by (used in) operating activities
    1,657,977       (12,772 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Investments in Comanche Exploration
    -       (1,143,417 )
Development of oil and gas properties
    (1,170,419 )     -  
          Net cash used  in investing activities
    (1,170,419 )     (1,143,417 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
    Proceeds from borrowing - related party
    735,000       170,000  
    Payment of long-term debt
    (1,199,084 )     -  
          Net cash provided by (used in)  financing activities
    (464,084 )     170,000  
                 
NET INCREASE (DECREASE) IN CASH
    23,474       (986,189 )
CASH, BEGINNING OF PEROID
    9,845       1,002,866  
CASH, END OF PERIOD
  $ 33,319     $ 16,677  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
   Income Taxes
  $ -     $ -  
   Interest Paid
  $ 36,717     $ 6,340  
 
The accompanying notes are an integral part of these condensed financial statements
 
 
4

 
 
ACCESS US OIL & GAS, INC.
Notes to Financial Statements
(Unaudited)
 
 
 
1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
 
Access US Oil & Gas, Inc. (the "Company") was incorporated on April 23, 2012 under the laws of the State of Delaware. On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name from Gumtree Acquisition Corporation to Access US Oil & Gas, Inc.
 
BASIS OF PRESENTATION
 
The accompanying condensed financial statements have been prepared in accordance with the United States generally accepted accounting principles ("U.S. GAAP").
 
USE OF ESTIMATES
 
Financial statements prepared in accordance with U.S. GAAP require 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. Among other things, management makes estimates relating to the fair value of financial instruments and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates.
 
CONCENTRATION OF RISK
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the $250,000 Federal Deposit Insurance Corporation limit as of June 30, 2015.

REVENUE RECOGNITION

The Company recognizes sales revenues for natural gas, oil and condensate, based on the amount of each product sold to purchasers when delivery to the purchaser has occurred and title has transferred. This occurs when product has been delivered to a pipeline or when a tanker lifting has occurred.  The Company follows the sales method of accounting in which all production is deemed sold when produced.  No gas imbalances or commodity inventory is recorded under the sales method.

OIL AND GAS PROPERTIES

The Company applies the successful efforts method of accounting for oil and gas properties. Exploration costs such as exploratory geological and geophysical costs, delay rentals, and exploration overhead are charged against earnings as incurred. If an exploratory well provides evidence to justify potential completion as a producing well, drilling costs associated with the well are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling.  Acquisition costs of unproved properties are periodically assessed for impairment and are transferred to proved oil and gas properties to the extent the costs are associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated.

 
5

 
 
ACCESS US OIL & GAS, INC.
Notes to Financial Statements
(Unaudited)
 

CAPITALIZED INTEREST

For significant projects, interest is capitalized as part of the historical cost of developing and constructing assets. Significant oil and gas investments in unproved properties, significant exploration and development projects that have not commenced production, significant midstream development activities that are in progress, and investments in equity method affiliates that are undergoing the construction of assets that have not commenced principal operations qualify for interest capitalization. Interest is capitalized until the asset is ready for service. Capitalized interest is determined by multiplying the Company’s weighted-average borrowing cost on debt by the average amount of qualifying costs incurred. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depreciation or impairment.

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (AROs) associated with the retirement of tangible long-lived assets are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The cost of the tangible asset, including the asset retirement cost, is depreciated over the useful life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at the Company’s credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the asset retirement obligation and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates, revisions to estimated inflation rates, and changes in the estimated timing of abandonment.

IMPAIRMENTS

Long lived assets are reviewed for impairment when facts and circumstances indicate that net book values may not be recoverable. In performing this review, an undiscounted cash flow test is performed at the lowest level for which identifiable cash flows are independent of cash flows from other assets. If the sum of the undiscounted future net cash flows is less than the net book value of the long lived asset, an impairment loss is recognized for the excess, if any, of the property’s net book value over its estimated fair value. As of June 30, 2015, the Company has no reason to suspect impairment.

DEPRECIATION, DEPLETION AND AMORTIZATION

Costs of drilling and equipping successful wells, costs to construct or acquire facilities other than offshore platforms, associated asset retirement costs, and capital lease assets used in oil and gas activities are depreciated using the unit-of-production (UOP) method based on total estimated proved developed oil and gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties and costs to construct or acquire offshore platforms and associated asset retirement costs, are depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Mineral properties are also depleted using the UOP method. All other properties are stated at historical acquisition cost, net of impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from 3 to 15 years for furniture and equipment, up to 40 years for buildings, and up to 47 years for gathering facilities.
 
INCOME TAXES
 
Under Accounting Standards Codification (“ASC”) 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
 
 
6

 
 
ACCESS US OIL & GAS, INC.
Notes to Financial Statements
(Unaudited)
 

EARNINGS PER COMMON SHARE
 
The basic earnings per share is the same as the diluted loss per share as there are no potentially dilutive shares. The loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the loss of the entity.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
 
Level 1
inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
   
Level 2
inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
   
Level 3
inputs are unobservable inputs for the asset or liability.
 
The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.
 
The Company's financial instruments consisted of cash, short-term investment, related party advances, and notes payable.  The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
There are no recently issued accountings pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.
 
2 - GOING CONCERN

As of June 30, 2015, the Company has an accumulated deficit of $432,279.  The Company is currently successfully producing oil and gas for commercial sale and has started to generate positive cash flows from operations.  The Company's continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations.

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow.

There is no assurance that the Company will continue to be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
 
 
7

 
 
ACCESS US OIL & GAS, INC.
Notes to Financial Statements
(Unaudited)
 
 3 – OIL AND GAS PROPERTIES
 
Oil and natural gas properties as of June 30, 2015 and December 31, 2014 consisted of the following:
 
   
June 30,
2015
 
December 31,
2014
 
     (Unaudited)          
        Evaluated Properties
             
        Proved costs subject to depletion
 
$
7,680,268
   
$
5,733,423
 
 Proved costs not subject to depletion - work-in-process
   
-
     
776,426
 
        Accumulated depletion
   
(460,932
)
   
(163,733
)
        Total evaluated properties
   
7,219,336
     
6,346,116
 
                 
        Unevaluated properties
   
1,463,784
     
1,463,784
 
        Net oil and gas properties
 
$
8,683,120
   
$
7,809,900
 

4 – ASSET RETIRMENT OBLIGATION
 
The following is a reconciliation of our asset retirement obligation liability as of June 30, 2015 and 2014:

   
June 30,
2015
   
December 31,
2014
 
    (Unaudited)           
        Liability for asset retirement obligation, beginning of period
 
$
16,580
   
$
-
 
        Asset retirement obligations sold
   
-
     
-
 
        Asset retirement obligations incurred on properties drilled
   
-
     
16,580
 
        Accretion
   
700
     
-
 
        Revisions in estimated cash flows
   
-
     
-
 
        Costs incurred
   
-
     
-
 
         Liability for asset retirement obligation, end of period
   
17,280
     
16,580
 
                 
        Current portion of asset retirement obligation
   
-
     
-
 
        Noncurrent portion of asset retirement obligation
   
17,280
     
16,580
 
        Total liability for asset retirement obligation
 
$
17,280
   
$
16,580
 

5 –NOTES PAYABLE

Related Party Debt

On December 1, 2012, the Company entered into a promissory note agreement with Access the USA (“AUSA”), a related party entity through common ownership.  Under the terms of the agreement, any borrowings are due on demand and accrue interest at 5% per annum starting on January 1, 2013.
 
As of June 30, 2015 and December 31, 2014, AUSA had advanced the Company an aggregate total of $585,000 and $947,000, respectively, to fund its oil and gas operations.  For the period ended June 30, 2015 and 2014 the Company has accrued accumulated interest expense of $68,439 and $84,072, respectively. During the six months ended June 30, 2015, the Company received $85,000 from AUSA and has made payments totaling $447,000.
 
 
8

 
 
ACCESS US OIL & GAS, INC.
Notes to Financial Statements
(Unaudited)
 
 
 
On June 21, 2013, the Company entered into a credit agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership.  Under the terms of the agreement, loans may be made to the Company in the aggregate maximum principal amount of $7,500,000; which accrue interest at 5% per annum commencing on June 21, 2013.Under the terms of the loan agreement, Orion Oil and Gas LLP had advanced the company $3,000,000 during the year ended December 31, 2014.  During the six months ended June 30, 2015, Orion Oil and Gas LLP had advanced another $650,000 to the Company.

The Company has accrued accumulated interest expense of $471,605 and $300,058 as of June 30, 2015 and December 31, 2014 respectively.  As of June 30, 2015 and December 31, 2014, the Company had outstanding principal balances of $6,759,569 and $6,831,652, respectively. The Company paid $722,084 on the principal balance in the current quarter.

On November 18, 2014, the Company entered into a promissory note agreement with Access Texas Oil and Gas LLC (“ATOG”), a related party entity through common ownership. Under the terms of the agreement, the Company borrowed $30,000, which is due on demand and accrues interest at 5% per annum starting on November 18, 2014.  On February 12, 2015, the Company repaid all principal and accrued interest.

Third Party Notes Payable
 
On October 5, 2012, the Company entered into a promissory note agreement for borrowing $200,000 from an individual. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issue. The Company received $150,000 and $50,000 on October 5, 2012 and February 22, 2013 respectively. In connection with this note payable, the Company issued 400,000 shares of common stock to the individual on October 5, 2012 as an inducement to make the loan. As of June 30, 2015, the Company has not made any payments.
 
On October 8, 2012, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement.  The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued.  In connection with this note payable, the Company issued 300,000 shares of common stock to the individual on October 8, 2012 as an inducement to make the loan.   On October 8, 2014, the Company entered in to an extension agreement, whereby the lender agreed to a 90 day extension in exchange for a 10% interest payment on the amount originally due, October 8, 2014. As of June 30, 2015, the Company has not made any payments.
 
On October 14, 2013, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement.  The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued. As of June 30, 2015, the Company has not made any payments.

The fair value of the common stock issued in connection with the above notes payable was allocated on a pro rata basis to the proceeds from the notes payable.  The aggregate amount allocated to the value of the common stock amounted to $6,863, which has been recorded as a discount to the notes payable in the accompanying balance sheet and is being amortized as interest expense over the life of the notes payable.  The amount amortized as interest expense as of June 30, 2015 amounted to $962, and the remaining discount amounted to $899 as of June 30, 2015 which will be amortized through October 2015.
 
Future scheduled maturities of these notes payable are as follows for the period ended June 30, 2015:

2015
   
312,500
 
2016
   
37,500
 
     
350,000
 
Unamortized discount
   
(899
)
Total
 
$
349,101
 
 
 
9

 
 
ACCESS US OIL & GAS, INC.
Notes to Financial Statements
(Unaudited)
 
6 - STOCKHOLDER'S EQUITY
 
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
 
On April 30, 2012, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.
 
On September 7, 2012, the registrant redeemed an aggregate of 19,500,000 of the 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950.
 
On September 8, 2012, the Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock.
 
On October 5, 2012, the Company issued 400,000 shares of common stock to a debt holder as an inducement to provide the loan.

On October 8, 2012, the Company issued 300,000 shares of common stock to a debt holder as an inducement to provide the loan.
 
In September, 2013, 580,000 shares of common stock sold in public offering with a price of $0.03 per share to 58 subscribers for an aggregate of $17,400.
 
On December 9, 2013, the Company issued 10,000 shares of common stock to public to 1 subscriber with a price of $0.03 per share for an aggregate of $300.
 
As of June 30, 2015 and December 31, 2014, the Company has 21,290,000 shares of common stock and no preferred stock was issued and outstanding.

 
10

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
 
Overview
 
We were incorporated on April 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On September 7, 2012, the shareholders of the Company and the Board of Directors unanimously approved the change of the Registrant's name to Access US Oil & Gas, Inc. and filed such change with the State of Delaware. 
 
We are in the development stage and operations to date have been to obtain agreements with Comanche for oil exploration and drilling, as well as efforts to raise debt financing to invest with Comanche.
 
Through June 30, 2015, the Company had generated revenues and started to have income or cash flows from operations.  However, there is still substantial doubt about the Company's ability to continue as a going concern. Such continuation is dependent on the Company’s ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its financial obligations.

Management plans to raise additional debt financing to pay expenses until the cash flows from operations are adequate to meet its obligations. There is no assurance that the Company will ever be profitable. The accompanying condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Results of Operations and Financial Condition for the Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014

For the three month periods ended June 30, 2015 and 2014, the Company had generated oil and gas revenue of $310,289 and $87,129 respectively.

Operating expenses for the three month periods ended June 30, 2015 and 2014 were $288,547 and $143,535, respectively. Operating expenses primarily represented expenses associated with oil exploration activities, as well as consulting and legal fees in order to comply with regulatory requirements.

 
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Results of Operations and Financial Condition for the Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

For the six month periods ended June 30, 2015 and 2014, the Company had generated oil and gas revenue of $727,834 and $87,129 respectively.

Operating expenses for the six month periods ended June 30, 2015 and 2014 were $541,396 and $274,067, respectively. Operating expenses primarily represented expenses associated with oil exploration activities, as well as consulting and legal fees in order to comply with regulatory requirements.

Liquidity and Capital Resources
 
During the six months period ended June 30, 2015 and 2014, net cash provided by operations amounted to $1,657,977 and net cash used in operation amounted $12,772,  respectively.
 
During the six months period ended June 30, 2015 and 2014, net cash used in investing activities was $1,170,419 and $1,143,417.  For the six months ended June 30, 2015, the net cash flow in investment activities was primarily due to the development of oil and gas properties. For the six months ended June 30, 2014, the net cash flow in investing activities was primarily due to the cash paid for unproved leaseholds and development of oil and gas properties.
 
During the six months period ended June 30, 2015 and 2014, net cash used in financing activities amounted to $ 464,084 and net cash provided by financing activities amounted to $170,000, respectively. For the six months ended June 30, 2015, the net cash flow in financing activities was primarily due to the proceeds received from third party and partially offset by the payment to the debt. For the six months ended June 30, 2015, the net cash flow in financing activities was primarily due to the proceeds of $735,000 received from a third party and payment of $1,199,084 to the related party.
 
As of June 30, 2015 and December 31, 2014, the Company had cash available of $33,319 and $9,845.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
 
Evaluation of disclosure and controls and procedures.
 
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our interim principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
 
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We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and our principal financial and accounting officer concluded that our disclosure controls and procedures were not effective as of June 30, 2015.
 
The determination that our disclosure controls and procedures were not effective as of March, 2014 was a result of:
 
·
the fact that we do not have significant operations and as a result do not have an internal accounting and financial reporting department; and
   
·
insufficient segregation of duties.
 
Changes in internal controls over financial reporting.
 
There were no changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 
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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

ITEM 1A. RISK FACTORS

Not applicable for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
 
ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.
 
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION
 
None.

 
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ITEM 6. EXHIBITS

Exhibit Number
Description
   
31.1#
Certification of Chief Executive Officer (302)
   
31.2#
Certification of Chief Financial Officer (302)
   
32.1#
Certification of Chief Financial Officer (902)
   
32.2#
Certification of Chief Financial Officer (902)

101 INS
XBRL Instance Document*
   
101 SCH
XBRL Schema Document*
   
101 CAL
XBRL Calculation Linkbase Document*
   
101 DEF
XBRL Definition Linkbase Document*
   
101 LAB
XBRL Labels Linkbase Document*
   
101 PRE
XBRL Presentation Linkbase Document*
 
*           The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 
ACCESS US OIL AND GAS, INC.
   
 
By: /s/ Michael Mattox
 
President
Dated: August 14, 2014
 
   
 
By: /s/ Charles McSwain
 
Principal financial officer
Dated: August 14, 2014
 

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date
     
/s/ Michael Mattox
Director, President and Principal Executive Officer
August 14, 2015
Michael Mattox
   
     
/s/ Charles McSwain
Director and Principal Financial Officer
August 14, 2015

 
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