uapc-10q_063013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

o	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the quarterly period ended June 30, 2013

o	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: 000-51465

United American Petroleum Corp.

(Exact name of registrant as specified in its charter)

Nevada		20-1904354
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9600 Great Hills Trail, Suite 150W, Austin, TX 78759

(Address of principal executive offices) (Zip Code)

(512) 852-7888
(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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). o Yes o No

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes o No

As of August 14, 2012, there were 50,339,542 shares of the issuer's $.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED AMERICAN PETROLEUM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

	JUNE 30,		DECEMBER 31,
	2013		2012
ASSETS

CURRENT ASSET
Cash	$	630,810	$	572,784
Accounts receivable		341,053		133,258
Related party receivables		23,771		13,196
Total current assets		995,634		719,238

Oil and gas properties (full cost method):
Evaluated, net of accumulated depletion of $211,373 and $137,120 as of June 30, 2013 and December 31, 2012, respectively		997,519		1,054,322
Unevaluated		261,975		261,975

TOTAL ASSETS	$	2,255,128	$	2,035,535

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities		513,823		407,284
Convertible note payable, net of discount of $32,397 and $0 as of June 30, 2013 and December 31, 2012, respectively		240,853		—
Embedded derivative liability		177,917		—
Other payable		589,781		451,939
Total current liabilities		1,522,374		859,223

Asset retirement obligation		69,120		69,316
TOTAL LIABILITIES		1,591,494		928,539

STOCKHOLDERS' DEFICIT
Preferred Stock, Series B, $0.001 par value, 1,000 shares authorized, 1,000 shares ssued and 1,000 shares outstanding and no shares issued and outstanding, respectively		1		1
Common stock, $0.001 par value, 100,000,000 shares authorized, 50,339,542 shares issued as of June 30 2013, and December 31 2012 and 50,339,442 outstanding shares as of June 30, 2013 and December 31, 2012.		50,339		50,339
Additional paid-in capital		8,115,477		8,313,299
Accumulated deficit		(7,502,183)		(7,256,643	)
Total stockholders' deficit		663,634		1,106,996

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,255,128		2,035,535

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

UNITED AMERICAN PETROLEUM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS PERIODS ENDED JUNE 30, 2013 AND 2012

UNAUDITED

	FOR THE THREE			FOR THE THREE			FOR THE SIX			FOR THE SIX
	MONTHS ENDED			MONTHS ENDED			MONTHS ENDED			MONTHS ENDED
	JUNE 30, 2013			JUNE 30, 2012			JUNE 30, 2013			JUNE 30, 2012

REVENUE
Oil and Gas sales	$	238,165		$	142,784		$	368,511		$	181,417
Operating Income		10,150			15,072			16,200			36,265
TOTAL REVENUE		248,315			157,856			384,711			217,682

OPERATING EXPENSES
Lease operating expenses		196,951			128,966			272,412			222,443
Accretion expense		1,000			1,543			2,000			3,514
Depletion expense		55,889			21,922			74,253			35,302
General and administrative		103,043			241,873			267,548			385,927
TOTAL OPERATING EXPENSES		356,883			394,304			616,213			647,186

NET LOSS BEFORE OTHER EXPENSE		(108,568)			(236,448	)		(231,502)			(429,504	)

OTHER INCOME (EXPENSE)
Interest Income (Expense)		(63,688)			(2,179,232	)		(80,940)			(2,274,487	)
Gain (Loss) on embedded derivatives		42,382			835,467			66,902			(3,030,218	)
Total other Income (Expense)		(21,306)			(1,343,765	)		(14,038)			(5,304,705	)

NET INCOME (LOSS)	$	(129,874)		$	(1,580,213	)	$	(245,540)		$	(5,734,209	)

INCOME (LOSS) PER SHARE - BASIC		(0.00	)		(0.03	)		(0.00	)		(0.12	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC		50,339,543			48,815,701			50,339,543			48,064,844

INCOME (LOSS) PER SHARE - DILUTED		(0.00	)		(0.03	)		(0.01	)		(0.12	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED		50,339,543			48,815,701			50,339,543			48,064,844

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

UNITED AMERICAN PETROLEUM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

UNAUDITED

	FOR THE		FOR THE
	SIX MONTHS ENDED		SIX MONTHS ENDED
	JUNE 30, 2013		JUNE 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(245,540)	$	(5,734,209	)

Adjustments to reconcile net loss o net cash used in operating activities:
Depletion expense		74,253		35,302
Accretion expense		2,000		3,514
Penalty on Convertible Note		51,750		—
Amortization of debt discount		22,603		2,176,996
Loss (Gain) on embedded derivatives		(66,902)		3,030,218

Change in assets and liabilities
(Increase) decrease in accounts receivable		(207,795)		7,619
Decrease (increase) in related party receivable		(10,575)		16,934
Decrease in other receivable		—		26,676
Increase (decrease) in accounts payable and accrued expenses		113,172		(8,394)
Increase in related party payable		—		72,485
(Decrease) in other payable		131,205		20,544
Net cash (used in) operating activities		(135,829)		(352,315	)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties		(19,645)		(264,817	)
Net cash used in investing activities		(19,645)		(264,817	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		213,500		615,000
Net cash provided by financing activities		213,500		615,000

NET INCREASE IN CASH AND CASH EQUIVALENTS		58,026		(2,132	)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		572,784		593,469

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	630,810	$	591,337

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$		$	—
Taxes	$		$	—

NON CASH TRANSACTIONS:
Discount from derivative liabilities	$	55,000	$	615,000
Discount to additional paid-in capital from relative fair value of warrants	$		$	289,520
Reclassification of derivative liabilities from additional paid in capital	$	197,821	$	4,493,669
Conversion of note payable	$		$	2,800,000
Conversion of interest	$		$	217,272

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

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Nature of Operations and Basis of Presentation

Nature of Operations

United American Petroleum Corp. is incorporated under the laws of the state of Nevada (“United”). United’s principal business is the acquisition and management of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases.

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim consolidated financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. The principles for interim consolidated financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements on Form 10-K for the year ended December 31, 2012. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the condensed results for the interim periods. Operating results for the six month period ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. We made certain reclassifications to prior-period amounts to conform to the current presentation.

2. Going Concern

The Company has incurred a net loss and negative operating cash flows since inception through June 30, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's management is implementing plans to sustain the Company’s cash flow from operating activities and/or acquire additional capital funding. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3. Reclassification

In accordance with the SEC’s Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company recorded a reclassification adjustment for the three months and the six months ended June 30, 2012 of $31,547 and $62,608 respectively which served to reduce Administrative income, Lease operating expenses and General & Administrative expenses. This non-cash adjustment had no effect on net income or EPS. The adjustment resulted from incorrectly recognizing revenue for administrative income collected from third party working interest owners of properties that were partially owned by the Company. As a result of the Company’s evaluation of this error under SAB 108, the Company determined that this error was not material in relation to the current year, but wasn’t material to the year ended June 30, 2012. Consequently, the June 30, 2012 income statement was adjusted to reflect the correction of this error. In evaluating materiality and determining the appropriateness of applying SAB 108 to this error, the Company considered materiality both qualitatively and quantitatively as prescribed by the SEC’s Staff Accounting Bulletin No. 99. The table noted below reflects the impact of the above error to the consolidated statements of operations as of and for the three months and six months ended June 30, 2012.

Certain amounts disclosed in prior periods have been reclassified to conform to current presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net loss or financial position in any of the periods presented.

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

A summary of these changes by category is as follows:

	FOR THE THREE MONTHS ENDED JUNE 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE THREE MONTHS ENDED JUNE 30, 2012

Oil and Gas sales		142,784						142,784
Operating Income		46,619			(31,547	)		15,072
TOTAL REVENUE		189,403			(31,547	)		157,856

OPERATING EXPENSES (INCOME)
Lease operating expenses		136,631			(7,665	)		128,966
Accretion expense		1,543						1,543
Depletion expense		21,922						21,922
General and administrative		265,755			(23,882	)		241,873
TOTAL OPERATING EXPENSES		425,851			(31,547	)		394,304

NET LOSS BEFORE OTHER EXPENSE		(236,448	)					(236,448	)

OTHER INCOME (EXPENSE)
Interest Expense		(2,179,232	)					(2,179,232	)
Gain (Loss) on embedded derivatives		835,467						835,467
		(1,343,765	)		—			(1,343,765	)

NET INCOME (LOSS)		(1,580,213	)		—			(1,580,213	)

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	FOR THE SIX MONTHS ENDED JUNE 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE SIX MONTHS ENDED JUNE 30, 2012

Oil and Gas sales		181,417						181,417
Operating Income		98,873			(62,608	)		36,265
TOTAL REVENUE		280,290			(62,608	)		217,682

OPERATING EXPENSES (INCOME)
Lease operating expenses		237,704			(15,261	)		222,443
Accretion expense		3,514						3,514
Depletion expense		35,302						35,302
General and administrative		433,274			(47,347	)		385,927
TOTAL OPERATING EXPENSES		709,794			(62,608	)		647,186

NET LOSS BEFORE OTHER EXPENSE		(429,504	)					(429,504	)

OTHER INCOME (EXPENSE)
Interest Expense		(2,274,487	)					(2,274,487	)
Gain (Loss) on embedded derivatives		(3,030,218	)					(3,030,218	)
Total other expense		(5,304,705	)		—			(5,304,705	)

NET INCOME (LOSS)		(5,734,209	)		—			(5,734,209	)

4. Related Party Transactions

As of June 30, 2013 and December 31, 2012, the Company had a related party receivables of $23,771 and $13,196, respectively, related to working interest amounts payable. Our directors are also officers in the Company.

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. Fair Value Measurements and Derivative Liabilities

The Company measures fair value in accordance with 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 unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

During 2013, the Company issued debt instruments that were convertible into common stock at a conversion price equal to 60% of the lowest trading price per share during the previous 25 trading days. See Note 6. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, because the number of shares to be issued upon settlement is indeterminate, all other share settle-able instruments must also be classified as liabilities. As a result, the Company measured its outstanding warrants on January 31, 2013 at fair value and re-classified these amounts from additional paid-in capital to derivative liabilities.

The following is a reconciliation of the conversion option liability and embedded warrant liability for which Level 3 inputs were used in determining fair value:

Beginning balance January 1, 2013	$	—


Initial recognition of debt derivative from issuance of January 31, 2013, $55,000 convertible note		139,295
Reclassification of derivative liabilities from additional paid in capital		197,821
Mark to market of debt derivative		(159,199	)

Debt derivative as of June 30, 2013	$	177,917

During the six months ended June 30, 2013, the gain on embedded derivatives in the condensed consolidated statement of operations of $66,902 consisted of a gain on the change in fair value of $159,199 above, a loss of $92,295 which was the amount by which the embedded derivative liabilities exceeded the principal of the related notes payable on the date the notes were issued.

The Company’s conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The Company uses the Black Scholes Option Pricing Model to value its derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 129.70-143.41%, risk free rate of 0.14-0.42% and an expected term of 0.50 to 1 year.

6. Convertible Note Payable

Credit Facility – January 31, 2013

On January 31, 2013, we entered into a Note Purchase Agreement with an investor pursuant to which the investor agreed to lend the Company up to $400,000 in multiple installments in exchange for a senior secured convertible promissory note with a conversion price equal to 60% of the lowest trading price per share during the previous 25 trading days. The first installment of $55,000 was delivered less a fee of $5,000 on the date of the Purchase Agreement. The notes mature on January 31, 2014, or upon default, whichever is earlier and bear interest at an annual rate of 12%. As described in Note 5, the embedded conversion feature qualified for liability classification at fair value. As a result, the Company recorded a full discount of $55,000 to the note payable on issuance.

Credit Facility – February 19, 2013

On February 19, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $103,500 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

In May of 2013, we did not comply with the timely filing requirement on this loan. Pursuant to the promissory note, a penalty of 50% of the outstanding principal amount equaling 51,750 was added to the balance of the note. This additional sum will be eligible for conversion at the same terms as the original principal balance.

Credit Facility – April 22, 2013

On April 22, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $63,000 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during 5 of the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

Notes issued in 2013

	January 31, 2013			February 19, 2013		April 22, 2013		Total

Total Proceeds	$	55,000		$	103,500	$	63,000	$	221,500

Allocated to:

Conversion Option Liability		139,295			—		—		139,295

Debt Discount		(55,000	)		—		—		(55,000	)

Loss on debt derivative	$	84,295		$	—		—	$	84,295

During the six months ended June 30, 2013, the Company amortized $22,603 of the debt discount to interest expense.

7. Subsequent Events

On August 2nd, the Company executed a stock compensation plan for certain vendors. This plan is to pay liabilities using the stock of the Company subject to specific arrangements made with the vendors.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Quarterly Report of United American Petroleum Corp. on Form 10-Q 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 and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. 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, guarantee, 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.

Critical Accounting Policy 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. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended June 30, 2013.

Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Share-Based Compensation

The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”). This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

As of June 30, 2013, there were no outstanding employee stock options.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Overview. United American Petroleum Corp. (“we” or the “Company”), formerly Forgehouse, Inc., was incorporated in the State of Nevada on November 19, 2004. On December 31, 2010, we entered into and closed an Agreement and Plan of Merger (“Merger Agreement”) with our then newly formed wholly-owned subsidiary, United PC Acquisition Corp., a Nevada corporation (“Merger Sub”), and United American Petroleum Corp., a Nevada Corporation (“United”) (the “Merger Transaction”), pursuant to which Merger Sub merged with and into United with United surviving, making United our new wholly-owned subsidiary. Immediately thereafter and pursuant to the Merger Agreement, United merged with and into the Company, with the Company surviving and we changed our name to “United American Petroleum Corp.” In connection with the Merger Transaction, we assumed all of United’s contractual obligations and acquired certain oil and gas properties of United located in Texas. The Merger Transaction was deemed to be a reverse acquisition, where the Company (the legal acquirer) is considered the accounting acquiree and United (the legal acquiree) is considered the accounting acquirer. The Company is deemed a continuation of the business of United, and the historical financial statements of United became the historical financial statements of the Company.

Recent Events.

On October 11, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designation, for its Series B Preferred Stock (the “Designation”). The Designation, which was approved by the Board of Directors on October 9, 2012 and authorized under the Company’s Articles of Incorporation, which provides the Board of Directors the right to designate series of preferred stock, provided for the designation of a series of 1,000 shares of Series B Preferred Stock, par value $0.001 (the “Series B Preferred Stock”). The Series B Preferred Stock have no dividend rights, no liquidation preference, no redemption rights and no conversion rights. The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). Additionally, we are not allowed to adopt any amendments to our Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of the Series B Preferred Stock.

No shares of the Company’s newly designated Series B Preferred Stock have been issued.

The Company also filed a Certificate of Withdrawal with the Secretary of State of Nevada on October 11, 2012, which terminated its previous designation of Series A Convertible Preferred Stock, of which no shares were outstanding as of such termination.

Our Business. We are an exploration company engaged in the acquisition, exploration, development and production of oil and gas properties. Our principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Our primary focus is to develop our properties that have potential for near-term production. We also provide operational expertise for several third-party well owners out of our operation base in Austin, Texas. We currently have proved reserves in the State of Texas.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended June 30, 2013, together with notes thereto, which are included in this Quarterly Report.

Results of Operations for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012.

Revenues. We had total revenues of $248,315 for the three months ended June 30, 2013, which were generated from oil and gas sales of $238,165 and Operating income of $10,150. This increase of $90,458 from total revenues of $157,856 for the three months ended June 30, 2012, was generated from increases in oil and gas sales of $95,381 and a reduction in administrative revenue of $4,922. Our Oil and Gas Revenue increased by 67% over the same period in the prior year because of results from recently completed workover procedures which have been described below.

Additionally, our properties are commonly owned by many working interest owners. Some of those working interest owners have elected not to contribute amounts due for workover procedures resulting in an election of “non-consent”. We have been able to benefit by paying for those non-consenting portions of the workover procedure. We are able to benefit from paying the non-consenting portion because we are allowed to collect from production an amount equal to 400% of the non-consenting portion that we paid. Approximately 50% of our increase in oil and gas sales was directly attributable to non-consenting revenues.

Our operating income is derived from well administrative fees charged through United Operating, LLC, our wholly-owned subsidiary, to third party well owners for managing and accounting for the development and production of their oil and gas property interests. The decrease in operating income is due to a decrease in the number of third party well owners managed by United Operating, LLC.

The following table sets forth the revenue and production data for the three months ended June 30, 2013 and June 30, 2012.

	THREE MONTHS ENDED JUNE 30, 2013		THREE MONTHS ENDED JUNE 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)
REVENUES
Oil and Gas Revenues	$	238,165	$	142,784	$	95,381			67	%
Operating Income		10,150		15,072		(4,922	)		(33	%)
Total Revenues		248,315		157,856		90,459			57	%

PRODUCTION:
Total production (BOE)		2,512		1,878		634			34	%
Barrels of Oil Equivalent per day (BOPD)		27.91		20.87		7.05			34	%

AVERAGE SALES PRICES:
Price per Barrel of Oil Equivalent	$	94.81	$	76.03	$	18.76			25	%

For the three months ended June 30, 2013, we increased total barrels of oil equivalent (BOE) produced by 34% over the same period in the prior year. For the three months ended June 30, 2013 and June 30, 2012, total BOE produced was 2,512 and 1,878, respectively. The increase in oil and gas production and revenues is primarily related to production increases on the Lozano, McKenzie, Merrick Davis and Welder properties. The Company conducted workover procedures on each of these properties during 2013. The Company benefited from non-consenting penalty related production on the Merrick Davis, and Welder which yielded significant increases in production for the current year’s period over the prior year’s period.

During the three months ended June 30, 2013, we increased our barrels of oil per day (BOPD) produced to an average of 27.91 BOPD from 20.87 BOPD for the three months ended June 30, 2012.

Operating Expenses. For the three months ended June 30, 2013, our total operating expenses were $348,492, which consisted of lease operating expenses of $194,039, accretion expense of $1,000, depletion expense of $55,889, and general and administrative expenses of $97,564. By comparison, for the three months ended June 30, 2012, our total operating expenses were $425,851, which consisted of lease operating expenses of $136,631, accretion expense of $1,543, depletion expense of $21,922, and general and administrative expenses of $265,755.

The following table sets forth information relating to our operating expenses for the three months ended June 30, 2013 and June 30, 2012.

	THREE MONTHS ENDED JUNE 30, 2013		THREE MONTHS ENDED JUNE 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)

LEASE OPERATING EXPENSES
Lease operating expenses		100,708		105,853		(5,145	)		(5	%)
Workover expenses		92,613		23,113		69,500			301	%
Legal, title and administrative well expenses		3,630		—		3,630			100	%
Total Lease Operating expenses		196,951		128,966		67,985			53	%

Depreciation, depletion, amortization and accretion expense		56,889		23,465		33,424			142	%

GENERAL AND ADMINISTRATIVE EXPENSES
SEC related general and administrative expenses		36,604		144,983		(108,379	)		(75	%)
Employee and officer expenses		39,970		49,888		(9,918	)		20	%
Other general and administrative		26,469		47,002		(20,533	)		(44	%)
Total General and Administrative expenses		103,043		241,873		(138,830	)		(57	%)

For the three months ended June 30, 2013 compared to the three months ended June 30, 2012, we decreased our lease and well operating expenses of $5,145 or 5%. During the three months ended June 30, 2013, we worked over the Lozano, McKenzie, Merrick Davis and Welder properties resulting in an increase to workover expenses of $69,500 or 301%, from the prior period. These workover expenses directly resulted in increased production activities which we believe will be maintained over the next 12 months.

During the three months ended June 30, 2013 compared to the three months ended June 30, 2012, our depreciation, depletion, amortization, and accretion expenses increased by $33,424 or 142% due to an increase in our production and producing properties.

The decrease in general and administrative expenses of $138,830 or 57% during the three months ended June 30, 2013, compared to the prior period, was largely due to decreases in public reporting and compliance related expenses. These expenses are directly attributable to our cost of operating as a public company. We believe we have reduced our costs of operating as a public company to their absolute minimum amount.

Net Operating Loss. For the three months ended June 30, 2013, our total net operating loss was $108,568 as compared to a net operating loss of $236,448 for the three months ended June 30, 2012, a decrease of $127,880 or 54% from the prior period. Our net operating loss decreased over the prior period due to increases in oil and gas sales partially offset by increases to workover expenses and decreases in General and Administrative expenses.

Other Income (Expense). For the three months ended June 30, 2013, we had interest expense of $63,688 associated with the conversion of certain of our previously outstanding convertible promissory notes during the period, compared to interest expense of $2,179,232 for the three months ended June 30, 2012, relating to our outstanding convertible promissory notes.

Net Income (Loss). For the three months ended June 30, 2013, our net loss was $129,874 as compared to a net loss of $1,580,213 for the three months ended June 30, 2012, a decrease of $1,445,342 or 91% from the prior period.

Results of Operations for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012.

Revenues. We had total revenues of $384,711 for the three months ended June 30, 2013, which were generated from oil and gas sales of $368,511 and Operating income of $16,200. This increase of $167,029 from total revenues of $217,682 for the three months ended June 30, 2012, was generated from increases in oil and gas sales of $187,094 and a reduction in administrative revenue of $20,065. Our Oil and Gas Revenue increased by 103% over the same period in the prior year because of results from recently completed workover procedures which have been described below.

The following table sets forth the revenue and production data for the six months ended June 30, 2013 and June 30, 2012.

	SIX MONTHS ENDED JUNE 30, 2013		SIX MONTHS ENDED JUNE 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)
REVENUES
Oil and Gas Revenues	$	368,511	$	181,417	$	187,094			103	%
Operating Income		16,200		36,265		(20,065	)		(55	%)
Total Revenues		384,711		217,682		167,029			77	%

PRODUCTION:
Total production (BOE)		3,972		2,334		1,638			70	%
Barrels of Oil Equivalent per day (BOPD)		22.07		12.97		9.10			70	%

AVERAGE SALES PRICES:
Price per Barrel of Oil Equivalent	$	92.78	$	77.73	$	15.05			19	%

For the six months ended June 30, 2013, we increased total barrels of oil equivalent (BOE) produced by 70% over the same period in the prior year. For the six months ended June 30, 2013 and June 30, 2012, total BOE produced was 3,972 and 2,334, respectively. The increase in oil and gas production and revenues is primarily related to production increases on the Lozano, McKenzie, Merrick Davis and Welder properties. The Company conducted workover procedures on each of these properties during 2013 which has yielded significant increases in production for the current year’s period over the prior year’s period.

During the three months ended June 30, 2013, we increased our barrels of oil per day (BOPD) produced to an average of 22.07 BOPD from 12.97 BOPD for the three months ended June 30, 2012.

Operating Expenses. For the six months ended June 30, 2013, our total operating expenses were $616,210, which consisted of lease operating expenses of $272,412, accretion expense of $2,000, depletion expense of $74,253, and general and administrative expenses of $267,545. By comparison, for the six months ended June 30, 2012, our total operating expenses were $647,186, which consisted of lease operating expenses of $222,443, accretion expense of $3,514, depletion expense of $35,302, and general and administrative expenses of $385,927.

The following table sets forth information relating to our operating expenses for the six months ended June 30, 2013 and June 30, 2012.

	SIX MONTHS ENDED JUNE 30, 2013		SIX MONTHS ENDED JUNE 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)

LEASE OPERATING EXPENSES
Lease operating expenses		151,894		144,829		7,064			6	%
Workover expenses		115,926		76,668		39,238			47	%
Legal, title and administrative well expenses		4,593		926		3,667			396	%
Total Lease Operating expenses		272,412		222,443		49,969			22	%

Depreciation, depletion, amortization and accretion expense		76,253		38,816		37,437			96	%

GENERAL AND ADMINISTRATIVE EXPENSES
SEC related general and administrative expenses		143,911		263,860		(119,949	)		(45	%)
Employee and officer expenses		73,506		64,100		9,406			15	%
Other general and administrative		50,131		57,967		(7,836	)		(14	%)
Total General and Administrative expenses		267,548		385,927		(118,379	)		(31	%)

For the six months ended June 30, 2013 compared to the three months ended June 30, 2012, we increased our lease and well operating expenses of $7,064 or 6%. During the six months ended June 30, 2013, we worked over the Lozano, McKenzie, Merrick Davis and Welder properties resulting in an increase to workover expenses of $39,238 or 47%, from the prior period. These workover expenses directly resulted in increased production activities which we believe will be maintained over the next 12 months.

During the three months ended June 30, 2013 compared to the three months ended June 30, 2012, our depreciation, depletion, amortization, and accretion expenses increased by $37,437 or 96% due to an increase in our production and producing properties.

The decrease in general and administrative expenses of $118,379 or 31% during the six months ended June 30, 2013, compared to the prior period, was largely due to decreases in public reporting and compliance related expenses offset by increases to employee and officer related compensation.

Net Operating Loss. For the six months ended June 30, 2013, our total net operating loss was $231,502 as compared to a net operating loss of $429,504 for the six months ended June 30, 2012, a decrease of $198,005 or 46% from the prior period. Our net operating decreased over the prior period due to increases in oil and gas sales.

Other Income (Expense). For the six months ended June 30, 2013, we had other expense $14,038 associated with the conversion of certain of our previously outstanding convertible promissory notes during the period, compared to other expense of $5,304,705 for the six months ended June 30, 2012, relating to our outstanding convertible promissory notes.

Liquidity and Capital Resources. During the six months ended June 30, 2013, we used $135,829 in operations, $19,645 in investing activities, related solely to property acquisitions and received $213,500 of cash from financing activities, related directly to proceeds on convertible notes. Our convertible notes are described below.

We consider the breakeven point for the company to be roughly 36 Barrels of Oil per Day (BOPD). During the previous three months, we have increased our production toward that objective. Further, we believe we will be closer to achieving that objective through workovers already conducted as of the date of this report.

Third Note. On January 31, 2013, we entered into a credit facility with one investor, whereby the investor agreed to lend up to $400,000 to us in multiple installments in exchange for senior secured convertible promissory notes with a conversion price equal to 60% of the lowest trading price per share during the previous 25 trading days. The note is due on January 31, 2014, or upon default, whichever was earlier, and accrued interest at the annual rate of 12%. The total number of conversion shares are calculated by dividing the amount of the notes by the conversion price. Pursuant to the credit facility, we issued the following notes to the investor on the following dates:

Date of Note	Amount of Note
January 31, 2013	$	55,000


TOTAL	$	55,000

The agreement provided that the investor would lend additional amounts to us in installments at their discretion.

Fourth Note. On February 19, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $103,500 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during the previous 10 trading days (the “Second Notes”). The total number of conversion shares are calculated by dividing the amount of the notes by the conversion price.

As of June 30, 2013, we had total current assets of $995,634, consisting of cash of $630,810, accounts receivable of $341,053, related party receivable of $23,771.

As of June 30, 2013, we had a working capital deficit of $526,740 and an accumulated deficit of $7,502,183.

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. If we do not raise additional capital, then we may not be able to conduct oil and gas exploration and development activities and expand our operations. 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 differ as a result of a number of factors. In addition to generating revenues from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably.

We have been, and intend to continue, working toward identifying and obtaining new sources of financing. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Moreover, in the event that we can raise additional funds, we cannot guarantee that additional funding will be available on favorable terms. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts with respect to our properties.

During the remainder of 2012 and through 2013, we expect that the following will continue to impact our liquidity: (i) legal and accounting costs of being a public company; (ii) expected expenses related to the exploration and development of our properties; (iii) expected expenses related to repair and maintenance costs on wells that are currently producing and (iv) anticipated increases in overhead and the use of independent contractors for services to be provided to us. We will need to obtain funds to pay those expenses. Other than those items specified above, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

We are in the exploration stage, have limited revenue and have incurred net losses to date. These factors raise substantial doubt about our ability to continue as a going concern. No assurances can be given that we will obtain sufficient working capital to sustain ongoing operations. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. In the event that we expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity. However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements as of June 30, 2013.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officer, to allow timely decisions regarding required disclosures. Based upon the evaluation by our principal executive and principal financial officer, of those controls and procedures, performed as of the end of the period covered by this report, our principal executive and principal financial officer concluded that our disclosure controls and procedures were not effective due to our over reliance on consultants in our accounting and financial statement closing processes. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls as our financial position and capital availability improves.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be party to various legal proceedings. We do not currently expect that any currently pending legal proceedings will have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K/A filed with the Commission on October 19, 2012, which risk factors are incorporated by reference herein. Investors are encouraged to read and review the risk factors included in the Form 10-K/A prior to making an investment in the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On October 11, 2012, the Company filed with the Nevada Secretary of State, a Certificate of Designations, Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Preferred Stock (the “Designation”). The Designation, which was approved by the Board of Directors on October 9, 2012 and authorized under the Company’s Articles of Incorporation, which provides the Board of Directors the right to designate series of preferred stock, provided for the designation of a series of 1,000 shares of Series B Preferred Stock, par value $0.001 (the “Series B Preferred Stock”). The Series B Preferred Stock have no dividend rights, no liquidation preference, no redemption rights and no conversion rights. The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). Additionally, we are not allowed to adopt any amendments to our Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of the Series B Preferred Stock. No shares of the Company’s newly designated Series B Preferred Stock have been issued.

Item 6. Exhibits.

2.1	Agreement and Plan of Exchange by and between Northern Future Energy Corp. and NFE Acquisition Corp., dated December 16, 2009 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
2.2	Asset Purchase Agreement by and between Enforce Global Solutions, LLC and the Company, dated as of December 29, 2009 (incorporated by reference to Exhibit 2.5 of the Company's Annual Report on Form 10-K, filed May 14, 2010).

2.3	Membership Interest Purchase Agreement by and between the Company and John Britchford-Steel, dated as of December 31, 2009 (incorporated by reference to Exhibit 2.6 of the Company's Annual Report on Form 10-K, filed May 14, 2010.
2.4	Agreement and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December 31, 2010 (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
2.5	Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
3.1	Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
3.2	Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed April 15, 2005).
3.3	Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed February 7, 2008).

3.4	Articles of Exchange, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
3.5	Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009.
3.6	Certificate of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K, as amended, filed January 21, 2011).
3.7	Articles of Merger between United PC Acquisition Corp. and United American Petroleum Corp. (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
3.8	Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
3.9	Certificate of Designation of Series B Preferred Stock (1)
3.10	Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock (1)
4.1	Form of Registration Rights Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
4.2	Form of Registration Rights Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed October 18, 2011).
10.1	2008 Incentive Plan (incorporated by reference to Exhibit B of the Company’s Definitive Information Statement on Schedule 14C, filed January 2, 2008).
10.2	Form of Note and Warrant Purchase Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.3	Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.4	Form of Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.5	Form of Security Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.6	Stock Vesting Agreement by and among the Company and Michael Carey, dated as of December 31, 2010 (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.7	Stock Vesting Agreement by and among the Company and Ryan Hudson, dated as of December 31, 2010 (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.8	Employment Agreement of Michael Carey (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.9	Employment Agreement of Ryan Hudson (incorporated by reference to the Company's Current Report on Form 8-K filed January 5, 2011).
10.10	Form of Note and Warrant Purchase Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed October 18, 2011).
10.11	Form of Convertible Promissory Note (incorporated by reference to the Company's Current Report on Form 8-K filed October 18, 2011).
10.12	Form of Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed October 18, 2011).
10.13	Purchase and Sale Agreement by and between the Company and Alamo Energy Corp. dated October 28, 2011 (incorporated by reference to the Company's Current Report on Form 8-K filed November 8, 2011).
10.14	Purchase and Sale Agreement by and between the Company and McKenzie Corp. dated November 30, 2011(incorporated by reference to the Company's Current Report on Form 8-K filed December 5, 2011).
10.15	Promissory Note by and between the Company and JMJ Financial date January 31, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed March 7, 2013).
10.16	Security Purchase Agreement between the Company and Asher Enterprises, Inc. dated February 19, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed March 7, 2013).
10.17	Promissory Note by and between the Company and Asher Enterprises, Inc. dated February 19, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed March 7, 2013).
31.1	Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1)
32.1	Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
101.ins*	XBRL Instance Document (1)
101.sch*	XBRL Taxonomy Schema Document (1)
101.cal*	XBRL Taxonomy Calculation Linkbase Document (1)
101.lab*	XBRL Taxonomy Label Linkbase Document (1)
101.pre*	XBRL Taxonomy Presentation Linkbase Document (1)

(1) Filed herewith.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	United American Petroleum Corp., a Nevada corporation

Date: August 13, 2013	By:	/s/ Michael Carey
		Michael Carey
		Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director (Principal Executive and Financial Officer)