Nevada
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82-0290112
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number)
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
(Do not check if smaller reporting company)
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[ ]
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Smaller Reporting Company
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[X]
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FINANCIAL INFORMATION
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Page
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Financial Statements (unaudited)
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3
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Management's Discussion and Analysis of Our Financial Condition and Results of Operations
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3
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Quantitative and Qualitative Disclosures About Market Risk
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3
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Controls and Procedures
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3
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OTHER INFORMATION
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4
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Legal Proceedings
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4
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Risk Factors
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4
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Unregistered Sales of Equity Securities and Use of Proceeds
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4
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Defaults Upon Senior Securities
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4
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Mine Safety Disclosures
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4
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Other Information
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5
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Exhibits
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5
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7
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|||
8 |
ITEM 4. |
MINE SAFETY SECURITIES.
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ITEM 6. |
EXHIBITS.
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Incorporated by Reference
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Exhibit
Number
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Description of Document
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Form
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Date
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Number
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Filed
herewith
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2.1
|
Articles of Merger dated October 15, 2014
|
8-K
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10/17/14
|
2.1
|
|
3.1
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Articles of Incorporation for Silver Crest Mines, Inc. dated September 11, 1968
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10-SB12G
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01/08/07
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3.1
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3.2
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Articles of Merger of Domestic Corporations into Silver Crest Mines, Inc. dated December 20, 1982
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10-SB12G
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01/08/07
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3.2
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3.3
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Articles of Incorporation of Silver Crest Resources, Inc. dated January 28, 2003
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10-SB12G
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01/08/07
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3.3
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3.4
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Articles of Merger between Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed in Nevada dated June 11, 2003
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10-SB12G
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01/08/07
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3.4
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3.5
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Articles of Merger between Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed in Idaho dated June 11, 2003
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10-SB12G
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01/08/07
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3.5
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|
3.6
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Articles of Exchange of Niagara Mining and Development Company, Inc., and Silver Crest Resources, Inc. as filed in Nevada dated August 4, 2006
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10-SB12G
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01/08/07
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3.6
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3.7
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Articles of Exchange of Niagara Mining and Development Company, Inc., and Silver Crest Resources, Inc. as filed in Idaho dated August 4, 2006
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10-SB12G
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01/08/07
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3.7
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3.8
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Certificate of Amendment to Articles of Incorporation for a Nevada Corporation dated August 14, 2006
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10-SB12G
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01/08/07
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3.8
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3.9
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Articles of Incorporation for Kisa Gold Mining, Inc. dated July 28, 2006
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10-SB12G
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01/08/07
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3.9
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3.10
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Articles of Incorporation for Niagara Mining and Development Company, Inc. dated January 11, 2005
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10-SB12G
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01/08/07
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3.10
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3.11
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Amended Bylaws adopted September 12, 2007
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10-KSB
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03/26/08
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3.11
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3.12
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Articles of Incorporation – Amazing Energy, Inc.
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10-K
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11/13/15
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3.12
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3.13
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Bylaws – Amazing Energy, Inc.
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10-K
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11/13/15
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3.13
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3.14
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Articles of Organization – Amazing Energy LLC
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10-K
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11/13/15
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3.14
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3.15
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Operating Agreement – Amazing Energy LLC
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10-K
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11/13/15
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3.15
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3.16
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Articles of Incorporation – Gulf South Securities, Inc.
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10-K
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11/14/16
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3.16
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3.17
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Bylaws of Gulf South Securities, Inc.
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10-K
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11/14/16
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3.17
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3.18
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Articles of Incorporation – Jilpetco, Inc.
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10-K
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11/14/16
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3.18
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3.19
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Bylaws of Jilpetco, Inc.
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10-K
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11/14/16
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3.19
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10.1
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Employment Contract of Thomas H. Parker
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10-SB12G/A
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08/06/07
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3.11
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10.2
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Employment Contract of Chris Dail
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10-SB12G
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07/08/07
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10
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10.3
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Option and Royalty Sales Agreement between Gold Crest Mines, Inc. and the heirs of the Estate of J.J. Oberbillig
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10-KSB
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03/26/08
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10.3
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10.4
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Option and Real Property Sales Agreement between Gold Crest Mines, Inc. and JJO, LLC, an Idaho limited liability company and personal representative of the Estate of J.J. Oberbillig
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10-KSB
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03/26/08
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10.4
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10.5
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Mining Lease and Option to Purchase Agreement dated March 31, 2008, between Gold Crest Mines, Inc. and Bradley Mining Company, a California Corporation
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10-Q
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08/11/08
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10.5
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10.6
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Golden Lynx, LLC, Limited Liability Company Agreement dated April 18, 2008, between Kisa Gold Mining, Inc. and Cougar Gold LLC
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10-Q
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08/11/08
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10.6
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10.7
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AKO Venture Agreement dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North America Exploration Limited, a Delaware Corporation
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10-Q
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08/11/08
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10.7
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|
10.8
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Luna Venture Agreement dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North America Exploration Limited, a Delaware Corporation
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10-Q
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08/11/08
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10.8
|
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10.9
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Chilly Venture Agreement dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North America Exploration Limited, a Delaware Corporation
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10-Q
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08/11/08
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10.9
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10.10
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Purchase Agreement dated March 13, 2009, between Gold Crest Mines, Inc. and Frank Duval
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10-K
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03/25/09
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10.9
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10.11
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Master Earn-In Agreement dated March 28, 2011, between Kisa Gold Mining, Inc. and North Fork LLC
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10-Q
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05/18/11
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10.1
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10.12
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Terms Sheet and Loan Agreement and amendments thereto between Kisa Gold Mining, Inc. and Afranex Gold Limited
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10-KSB
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04/17/13
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10.12
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10.13
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Amendment to Terms Sheet and Loan Agreement between Kisa Gold Mining, Inc. and Afranex Gold Limited
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10-Q
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08/14/13
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10.1
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10.14
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Change in Control Agreement with certain shareholders of Amazing Energy, Inc.
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8-K
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10/08/14
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10.1
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10.15
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Stock Exchange Agreement with Jilpetco, Inc. dated 8-10-2015
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8-K
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08/12/15
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10.1
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10.16
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Termination of Stock Exchange Agreement
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10-Q
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12/15/15
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10.1
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10.17
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Agreement with Delaney Equity Group, LLC
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10-Q
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03/16/16
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10.17
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10.18
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Agreement with Gulf South Holdings, Inc.
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8-K
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04/20/16
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10.1
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10.19
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Agreement with Jed Miesner
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8-K
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04/20/16
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10.2
|
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10.20
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Amendment No. 1 to Agreement with Gulf South Holdings, Inc.
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8-K/A
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04/29/16
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10.1
|
|
10.21
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Amendment No. 2 to Agreement with Gulf South Holdings, Inc.
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8-K/A-2
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07/22/16
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10.1
|
|
10.22
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Amended Agreement with Jilpetco, Inc.
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8-K/A-5
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08/29/16
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10.2
|
|
14.1
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Code of Conduct and Ethics of Gold Crest Mines, Inc. adopted March 3, 2008
|
8-K
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03/03/08
|
14.1
|
|
21.1
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Subsidiaries of the Issuer
|
10-K
|
11/14/16
|
21.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
|
||||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
99.1
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Gold Crest Mines, Inc., 2007 Stock Plan
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10-SB12G/A
|
08/06/07
|
99
|
|
99.2
|
Audited Financial Statements of Amazing Energy, Inc. for the period ended July 31, 2014 and 2013
|
8-K
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03/18/15
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99.1
|
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99.3
|
Unaudited Financial Statements of Amazing Energy, Inc. for the period ended January 31, 2015
|
8-K
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03/18/15
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99.2
|
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99.4
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Unaudited Pro Forma Consolidated Financial Statements
|
8-K
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03/18/15
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99.3
|
|
101.INS
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XBRL Instance Document
|
||||
101.SCH
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XBRL Taxonomy Extension – Schema
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||||
101.CAL
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XBRL Taxonomy Extension – Calculation
|
||||
101.DEF
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XBRL Taxonomy Extension – Definition
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||||
101.LAB
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XBRL Taxonomy Extension – Label
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||||
101.PRE
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XBRL Taxonomy Extension – Presentation
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AMAZING ENERGY OIL AND GAS, CO.
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||
By:
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ART SELIGMAN
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Art Seligman
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Chief Executive Officer
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||
By:
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DAN N. DENTON
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Dan N. Denton
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Chief Financial Officer
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|
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Incorporated by Reference
|
|
||
Exhibit
Number
|
Description of Document
|
Form
|
Date
|
Number
|
Filed
herewith
|
2.1
|
Articles of Merger dated October 15, 2014
|
8-K
|
10/17/14
|
2.1
|
|
3.1
|
Articles of Incorporation for Silver Crest Mines, Inc. dated September 11, 1968
|
10-SB12G
|
01/08/07
|
3.1
|
|
3.2
|
Articles of Merger of Domestic Corporations into Silver Crest Mines, Inc. dated December 20, 1982
|
10-SB12G
|
01/08/07
|
3.2
|
|
3.3
|
Articles of Incorporation of Silver Crest Resources, Inc. dated January 28, 2003
|
10-SB12G
|
01/08/07
|
3.3
|
|
3.4
|
Articles of Merger between Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed in Nevada dated June 11, 2003
|
10-SB12G
|
01/08/07
|
3.4
|
|
3.5
|
Articles of Merger between Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed in Idaho dated June 11, 2003
|
10-SB12G
|
01/08/07
|
3.5
|
|
3.6
|
Articles of Exchange of Niagara Mining and Development Company, Inc., and Silver Crest Resources, Inc. as filed in Nevada dated August 4, 2006
|
10-SB12G
|
01/08/07
|
3.6
|
|
3.7
|
Articles of Exchange of Niagara Mining and Development Company, Inc., and Silver Crest Resources, Inc. as filed in Idaho dated August 4, 2006
|
10-SB12G
|
01/08/07
|
3.7
|
|
3.8
|
Certificate of Amendment to Articles of Incorporation for a Nevada Corporation dated August 14, 2006
|
10-SB12G
|
01/08/07
|
3.8
|
|
3.9
|
Articles of Incorporation for Kisa Gold Mining, Inc. dated July 28, 2006
|
10-SB12G
|
01/08/07
|
3.9
|
|
3.10
|
Articles of Incorporation for Niagara Mining and Development Company, Inc. dated January 11, 2005
|
10-SB12G
|
01/08/07
|
3.10
|
|
3.11
|
Amended Bylaws adopted September 12, 2007
|
10-KSB
|
03/26/08
|
3.11
|
|
3.12
|
Articles of Incorporation – Amazing Energy, Inc.
|
10-K
|
11/13/15
|
3.12
|
|
3.13
|
Bylaws – Amazing Energy, Inc.
|
10-K
|
11/13/15
|
3.13
|
|
3.14
|
Articles of Organization – Amazing Energy LLC
|
10-K
|
11/13/15
|
3.14
|
|
3.15
|
Operating Agreement – Amazing Energy LLC
|
10-K
|
11/13/15
|
3.15
|
|
3.16
|
Articles of Incorporation – Gulf South Securities, Inc.
|
10-K
|
11/14/16
|
3.16
|
|
3.17
|
Bylaws of Gulf South Securities, Inc.
|
10-K
|
11/14/16
|
3.17
|
|
3.18
|
Articles of Incorporation – Jilpetco, Inc.
|
10-K
|
11/14/16
|
3.18
|
|
3.19
|
Bylaws of Jilpetco, Inc.
|
10-K
|
11/14/16
|
3.19
|
|
10.1
|
Employment Contract of Thomas H. Parker
|
10-SB12G/A
|
08/06/07
|
3.11
|
|
10.2
|
Employment Contract of Chris Dail
|
10-SB12G
|
07/08/07
|
10
|
|
10.3
|
Option and Royalty Sales Agreement between Gold Crest Mines, Inc. and the heirs of the Estate of J.J. Oberbillig
|
10-KSB
|
03/26/08
|
10.3
|
|
10.4
|
Option and Real Property Sales Agreement between Gold Crest Mines, Inc. and JJO, LLC, an Idaho limited liability company and personal representative of the Estate of J.J. Oberbillig
|
10-KSB
|
03/26/08
|
10.4
|
|
10.5
|
Mining Lease and Option to Purchase Agreement dated March 31, 2008, between Gold Crest Mines, Inc. and Bradley Mining Company, a California Corporation
|
10-Q
|
08/11/08
|
10.5
|
|
10.6
|
Golden Lynx, LLC, Limited Liability Company Agreement dated April 18, 2008, between Kisa Gold Mining, Inc. and Cougar Gold LLC
|
10-Q
|
08/11/08
|
10.6
|
|
10.7
|
AKO Venture Agreement dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North America Exploration Limited, a Delaware Corporation
|
10-Q
|
08/11/08
|
10.7
|
|
10.8
|
Luna Venture Agreement dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North America Exploration Limited, a Delaware Corporation
|
10-Q
|
08/11/08
|
10.8
|
10.9
|
Chilly Venture Agreement dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North America Exploration Limited, a Delaware Corporation
|
10-Q
|
08/11/08
|
10.9
|
|
10.10
|
Purchase Agreement dated March 13, 2009, between Gold Crest Mines, Inc. and Frank Duval
|
10-K
|
03/25/09
|
10.9
|
|
10.11
|
Master Earn-In Agreement dated March 28, 2011, between Kisa Gold Mining, Inc. and North Fork LLC
|
10-Q
|
05/18/11
|
10.1
|
|
10.12
|
Terms Sheet and Loan Agreement and amendments thereto between Kisa Gold Mining, Inc. and Afranex Gold Limited
|
10-KSB
|
04/17/13
|
10.12
|
|
10.13
|
Amendment to Terms Sheet and Loan Agreement between Kisa Gold Mining, Inc. and Afranex Gold Limited
|
10-Q
|
08/14/13
|
10.1
|
|
10.14
|
Change in Control Agreement with certain shareholders of Amazing Energy, Inc.
|
8-K
|
10/08/14
|
10.1
|
|
10.15
|
Stock Exchange Agreement with Jilpetco, Inc. dated 8-10-2015
|
8-K
|
08/12/15
|
10.1
|
|
10.16
|
Termination of Stock Exchange Agreement
|
10-Q
|
12/15/15
|
10.1
|
|
10.17
|
Agreement with Delaney Equity Group, LLC
|
10-Q
|
03/16/16
|
10.17
|
|
10.18
|
Agreement with Gulf South Holdings, Inc.
|
8-K
|
04/20/16
|
10.1
|
|
10.19
|
Agreement with Jed Miesner
|
8-K
|
04/20/16
|
10.2
|
|
10.20
|
Amendment No. 1 to Agreement with Gulf South Holdings, Inc.
|
8-K/A
|
04/29/16
|
10.1
|
|
10.21
|
Amendment No. 2 to Agreement with Gulf South Holdings, Inc.
|
8-K/A-2
|
07/22/16
|
10.1
|
|
10.22
|
Amended Agreement with Jilpetco, Inc.
|
8-K/A-5
|
08/29/16
|
10.2
|
|
14.1
|
Code of Conduct and Ethics of Gold Crest Mines, Inc. adopted March 3, 2008
|
8-K
|
03/03/08
|
14.1
|
|
21.1
|
Subsidiaries of the Issuer
|
10-K
|
11/14/16
|
21.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
99.1
|
Gold Crest Mines, Inc., 2007 Stock Plan
|
10-SB12G/A
|
08/06/07
|
99
|
|
99.2
|
Audited Financial Statements of Amazing Energy, Inc. for the period ended July 31, 2014 and 2013
|
8-K
|
03/18/15
|
99.1
|
|
99.3
|
Unaudited Financial Statements of Amazing Energy, Inc. for the period ended January 31, 2015
|
8-K
|
03/18/15
|
99.2
|
|
99.4
|
Unaudited Pro Forma Consolidated Financial Statements
|
8-K
|
03/18/15
|
99.3
|
|
101.INS
|
XBRL Instance Document
|
||||
101.SCH
|
XBRL Taxonomy Extension – Schema
|
||||
101.CAL
|
XBRL Taxonomy Extension – Calculation
|
||||
101.DEF
|
XBRL Taxonomy Extension – Definition
|
||||
101.LAB
|
XBRL Taxonomy Extension – Label
|
||||
101.PRE
|
XBRL Taxonomy Extension – Presentation
|
1.
|
I have reviewed this Form 10-Q for the period ended October 31, 2016 of Amazing Energy Oil and Gas, Co.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
December 20, 2016
|
ART SELIMAN
|
|
Art Seligman
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed this Form 10-Q for the period ended October 31, 2016 of Amazing Energy Oil and Gas, Co.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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December 20, 2016
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DAN DENTON
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Dan Denton
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Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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ART SELIGMAN
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Art Seligman
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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DAN DENTON
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Dan Denton
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Chief Financial Officer
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