10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 1

  ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:

January 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-52392

AMAZING ENERGY OIL AND GAS, CO.

(Exact name of registrant as specified in its charter)

Nevada	82-0290112
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

5700 W Plano Pkwy

Suite 3600

Plano, Texas 75093

(Address of principal executive office)

Registrant’s telephone number, including area code: (972) 233-1244

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered	Trading Symbol
Common Stock, par value $0.001 per share	OTCQX	AMAZ

Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days. YES ⌧ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ⌧ NO ☐

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

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	⌧
(Do not check if smaller reporting company)		Emerging Growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ⌧

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 98,101,232 as of March 16, 2020.

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EXPLANATORY NOTE

The purpose of this amendment on Form 10-Q/A to Amazing Energy Oil & Gas, Co.'s Quarterly Report on Form 10-Q for the period ended January 31, 2020, filed with the Securities and Exchange Commission on March 23, 2020 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

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ITEM 6. EXHIBITS.

Exhibit Number	Description of Document	Form	Incorporated by Reference Date	Number	Filed herewith
10.1	Exchange Agreement with K. Meade, effective June 27, 2018	8-K	9/24/2018	10 .1
10.2	Exchange Agreement with J. Etter, effective June 27, 2018	8-K	9/24/2018	10.2
10.3	Exchange Agreement with Golf South Energy Partners 2012A, LP, Gulf South Energy Partners 2013 LP, Gulf South Energy Partners 2014 LP and Gulf South Energy Partners 2015A LP, effective June 27, 2018	8-K	9/24/2018	10.3
10.4	Exchange Agreement with R. O’Brien, effective June 27, 2018	8-K	9/24/2018	10.4
10.5	Exchange Agreement with Petro Pro, Ltd., effective June 27, 2018	8-K	9/24/2018	10.5
10.6	Exchange Agreement with M. Khorassani, effective June 27, 2018	8-K	9/24/2018	10.6
10.7	Exchange Agreement with F.W. Thomas and B. Thomas, effective June 27, 2018	8-K	9/24/2018	10.7
10.8	Exchange Agreement with T. Alford, effective July 24, 2018	8-K	9/24/2018	10.8
10.9	Exchange Agreement with D. Hudson, effective July 30, 2018	8-K	9/24/2018	10.9
10.10	Exchange Agreement with D. Bromberg, effective August 08, 2018	8-K	9/24/2018	10.10
10.11	Exchange Agreement with D. Lazier, effective August 08, 2018	8-K	9/24/2018	10.11
10.12	Wyatt Purchase and Sale Agreement dated October 12, 2018.	8-K	10/22/2018	10.1
10.13	Wyatt Assignment and Bill of Sale.	8-K	10/22/2018	10.2
10.14	Loan Agreement dated October 24, 2018.	8-K	10/26/2018	10.1
10.15	Promissory Note dated October 24, 2018.	8-K	10/26/2018	10.2
10.16	Employment Agreement with Benjamin M. Dobbins, effective October 23, 2018	10-Q	12/17/2018	10.16
10.17	Employment Agreement with David C. Arndt, effective November 1, 2018	10-Q	12/17/2018	10.17
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
101.INS**	XBRL Instance Document				X
101.SCH**	XBRL Taxonomy Extension – Schema				X
101.CAL**	XBRL Taxonomy Extension – Calculation				X
101.DEF**	XBRL Taxonomy Extension – Definition				X
101.LAB**	XBRL Taxonomy Extension – Label				X
101.PRE**	XBRL Taxonomy Extension – Presentation				X

*Previously filed.

** Furnished herewith.

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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 on March 25, 2020.

AMAZING ENERGY OIL AND GAS, CO.
By:	WILLARD MCANDREW III
	Willard McAndrew III
	Principal Executive Officer
By:	BENJAMIN JACOBSON III
	Benjamin Jacobson III
	Principal Financial Officer and Principal Accounting Officer

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STOCKHOLDERS' EQUITY (Details 3) - Stock Option	Jan. 31, 2020 $ / shares shares
Exercise price	$ 31,485,000
2021
Number of options | shares	2,600,000
2021 | Minimum
Exercise price	$ 0.30
2021 | Maximum
Exercise price	$ 0.40
2022
Number of options | shares	27,885,000
2022 | Minimum
Exercise price	$ 0.25
2022 | Maximum
Exercise price	$ 0.40
2023
Number of options | shares	1,000,000
Exercise price	$ 0.30

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COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($)	3 Months Ended	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Base rent pursuant to lease agreement	$ 21,370	$ 43,100
Variable lease operating costs	5,893	11,480
Sublease income	(2,000)	(14,501)
Total lease costs	$ 25,263	$ 40,079

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jan. 31, 2020	Jul. 31, 2019
Accounting Policies [Abstract]
Accumulated deficit	$ (44,880,630)	$ (40,594,729)
Working captial deficit	7,047,377
Letter of credit	50,000	50,000
Restricted cash	$ 145,000	$ 120,000

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jan. 31, 2020

Net Loss per Share:

Schedule of outstanding securities that could have a dilutive effect

	January 31, 2020		January 31, 2019
Convertible preferred stock		5,500,000		6,490,000
Warrants		10,951,308		9,100,158
Stock options		32,085,000		31,585,000
Convertible notes payable		16,666,667		-
Total potential dilution		65,202,975		47,175,158

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CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jan. 31, 2020	Jul. 31, 2019
Current assets:
Cash and cash equivalents	$ 78,597	$ 177,227
Receivable from working interest owners	96,616	93,708
Production revenue receivable	125,977	38,575
Other current assets	89,311	70,221
Total current assets	390,501	379,731
Oil and gas properties - proved, net	6,271,144	6,243,003
Oil and gas properties - unproved	7,318,963	3,765,501
Property and equipment, net	242,114	297,112
Right of use asset	225,554	0
Other assets	178,105	126,362
Total assets	14,626,381	10,811,709
Current liabilities:
Accounts payable and accrued liabilities	1,728,204	1,987,826
Payable to related party	170,038	85,038
Notes payable, related parties	528,502	528,502
Note payable, acquisition	1,900,000	1,900,000
Production payable	876,528	0
Convertible notes payable, net of debt discount	761,097	0
Promissory note payable, net of debt discount	321,740	200,560
Operating lease liability	64,534	0
Equipment note payable	11,928	11,928
Due to working interest owners	587,780	414,122
Accrued interest payable	184,148	0
Accrued interest payable, related parties	303,379	152,858
Total current liabilities	7,437,878	5,280,834
Long term liabilities:
Notes payable, related parties	3,452,668	3,452,668
Equipment note payable	1,834	9,090
Production payable	3,623,472	0
Operating lease liability	162,142	0
Stock subscription	0	330,000
Asset retirement obligation	1,048,387	636,205
Total liabilities	15,726,381	9,708,797
Commitments and contingencies (Notes 5, 10 and 12)	0	0
Stockholders' equity (deficit):
Common stock, par value $0.001 per share; 3,000,000,000 shares authorized; 103,726,232 issued and 97,801,232 outstanding at October 31, 2019 and 94,426,232 issued and outstanding at July 31, 2019	98,105	94,430
Additional paid-in capital	43,682,025	41,602,711
Accumulated deficit	(44,880,630)	(40,594,729)
Total stockholders’ equity (deficit)	(1,100,000)	1,102,912
Total liabilities and stockholders' equity (deficit)	14,626,381	10,811,709
Series A Preferred Stock
Stockholders' equity (deficit):
Preferred stock, no par value, 10,000,000 shares authorized	0	0
Series B Preferred Stock
Stockholders' equity (deficit):
Preferred stock, no par value, 10,000,000 shares authorized	$ 500	$ 500

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Preferred Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Jul. 31, 2018	83,975,232	59,000
Beginning balance, amount at Jul. 31, 2018	$ 83,977	$ 590	$ 37,637,323	$ (32,543,703)	$ 5,178,187
Issuance of common stock for cash, shares	400,000	0
Issuance of common stock for cash, amount	$ 400	$ 0	99,600	0	100,000
Issuance of common stock for services, shares	599,000	0
Issuance of common stock for services, amount	$ 599	$ 0	141,169	0	141,768
Warrants issued for services			23,449		23,449
Stock Options issued for services			448,976		448,976
Accounts payable settled with shares of common stock, shares	66,000	0
Accounts payable settled with shares of common stock, amount	$ 66	$ 0	16,416		16,482
Warrants issued with notes payable, related party			288,000		288,000
Warrant modification with issuance of note payable, related party			480,771		480,771
Net loss				(1,387,842)	(1,387,842)
Ending balance, shares at Oct. 31, 2018	85,040,232	59,000
Ending balance, amount at Oct. 31, 2018	$ 85,042	$ 590	39,135,704	(33,931,545)	5,289,791
Beginning balance, shares at Jul. 31, 2018	83,975,232	59,000
Beginning balance, amount at Jul. 31, 2018	$ 83,977	$ 590	37,637,323	(32,543,703)	5,178,187
Accounts payable settled with shares of common stock, amount					16,482
Warrants issued with notes payable, related party					288,000
Warrant modification with issuance of note payable, related party					480,771
Net loss					(2,715,075)
Ending balance, shares at Jan. 31, 2019	86,076,232	59,000
Ending balance, amount at Jan. 31, 2019	$ 86,080	$ 590	39,702,262	(35,258,778)	4,530,154
Beginning balance, shares at Oct. 31, 2018	85,040,232	59,000
Beginning balance, amount at Oct. 31, 2018	$ 85,042	$ 590	39,135,704	(33,931,545)	5,289,791
Issuance of common stock for services, shares	406,000
Issuance of common stock for services, amount	$ 408		97,495		97,903
Issuance of common stock in offering for working interest, shares	630,000
Issuance of common stock in offering for working interest, amount	$ 630		125,770		126,400
Warrants issued for services			17,199		17,199
Stock Options issued for services			326,094		326,094
Net loss				(1,327,233)	(1,327,233)
Ending balance, shares at Jan. 31, 2019	86,076,232	59,000
Ending balance, amount at Jan. 31, 2019	$ 86,080	$ 590	39,702,262	(35,258,778)	4,530,154
Beginning balance, shares at Jul. 31, 2019	94,426,232	50,000
Beginning balance, amount at Jul. 31, 2019	$ 94,430	$ 500	41,602,711	(40,594,729)	1,102,912
Issuance of common stock for cash, shares	600,000
Issuance of common stock for cash, amount	$ 600		149,400		150,000
Issuance of common stock for common stock payable, shares	1,200,000
Issuance of common stock for common stock payable, amount	$ 1,200		328,800		330,000
Issuance of common stock for services, shares	400,000
Issuance of common stock for services, amount	$ 400		45,600		46,000
Accounts payable settled with shares of common stock, shares	50,000
Accounts payable settled with shares of common stock, amount	$ 50		12,450		12,500
Issuance of common stock for financing costs, shares	1,125,000
Issuance of common stock for financing costs, amount	$ 1,125		116,375		117,500
Beneficial conversion feature on convertible notes payable			807,222		807,222
Stock based compensation - warrants			106,919		106,919
Stock based compensation - options			293,037		293,037
Warrants issued with notes payable, related party					0
Warrant modification with issuance of note payable, related party					0
Net loss				(2,525,974)	(2,525,974)
Ending balance, shares at Oct. 31, 2019	97,801,232	50,000
Ending balance, amount at Oct. 31, 2019	$ 97,805	$ 500	43,462,514	(43,120,703)	440,116
Beginning balance, shares at Jul. 31, 2019	94,426,232	50,000
Beginning balance, amount at Jul. 31, 2019	$ 94,430	$ 500	41,602,711	(40,594,729)	1,102,912
Accounts payable settled with shares of common stock, amount					12,500
Warrants issued with notes payable, related party					0
Warrant modification with issuance of note payable, related party					0
Net loss					(4,285,901)
Ending balance, shares at Jan. 31, 2020	98,101,232	50,000
Ending balance, amount at Jan. 31, 2020	$ 98,105	$ 500	43,682,025	(44,880,630)	(1,100,000)
Beginning balance, shares at Oct. 31, 2019	97,801,232	50,000
Beginning balance, amount at Oct. 31, 2019	$ 97,805	$ 500	43,462,514	(43,120,703)	440,116
Issuance of common stock for services, shares	300,000
Issuance of common stock for services, amount	$ 300		35,700		36,000
Stock based compensation - warrants			(9,945)		(9,945)
Stock based compensation - options			193,756		193,756
Net loss				(1,759,927)	(1,759,927)
Ending balance, shares at Jan. 31, 2020	98,101,232	50,000
Ending balance, amount at Jan. 31, 2020	$ 98,105	$ 500	$ 43,682,025	$ (44,880,630)	$ (1,100,000)

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NOTES PAYABLE (Tables)

6 Months Ended

Jan. 31, 2020

Notes Payable [Abstract]

Schedule of principal maturities for the two loan agreements and the credit facility outstanding

	Principal Maturities
Twelve months ending October 31,	Jed Miesner		Petro Pro, Ltd.		JLM Strategic Investments, LP		Total
2020	$	310,995	$	176,337	$	41,170	$	528,502
2021		67,272		38,144		-		105,416
2022		72,655		41,196		-		113,851
2023		78,467		44,492		-		122,959
2024		84,744		48,051		-		132,795
Subsequent years		2,225,867		751,780		-		2,977,647
	$	2,840,000	$	1,100,000	$	41,170	$	3,981,170

Convertible notes payable upon issuance summary

Lender	Face Value		Original Interest Discount			Net Proceeds		Beneficial Conversion feature			Total discount on date of loan			Shares of common stock issued		Fair value of shares
Labrys Fund, LP	$	400,000	$	(40,000	)	$	360,000	$	(360,000	)	$	(400,000	)		500,000	$	55,000
Morningview Financial, LLC.		250,000		(25,000	)		225,000		(225,000	)		(250,000	)		312,500		31,250
Firstfire Global Opportunities Fund, LLC.		250,000		(25,000	)		225,000		(222,222	)		(247,222	)		312,500		31,250
	$	900,000	$	(90,000	)	$	810,000	$	(807,222	)	$	(897,222	)		1,125,000	$	117,500

Convertible notes payable information

										Number of
								Accrued		convertible
								interest		common
	Face Value		Discount			Net Balance		payable		shares
Labrys Fund, LP	$	400,000	$	(43,011	)	$	356,989	$	21,436		6,666,667
Morningview Financial, LLC.		250,000		(44,355	)		205,645		12,411		5,000,000
Firstfire Global Opportunites Fund,		250,000		(51,537	)		198,463		11,836		5,000,000
	$	900,000	$	(138,903	)	$	761,097	$	45,683		16,666,667

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NOTES PAYABLE (Details)	Jan. 31, 2020 USD ($)
2020	$ 528,502
2021	105,416
2022	113,851
2023	122,959
2024	132,795
Subsequent years	2,977,647
Total	3,981,170
Jed Miesner
2020	310,995
2021	67,272
2022	72,655
2023	78,467
2024	84,744
Subsequent years	2,225,867
Total	2,840,000
Petro Pro, Ltd.
2020	176,337
2021	38,144
2022	41,196
2023	44,492
2024	48,051
Subsequent years	751,780
Total	1,100,000
JLM Strategic Investments, LP
2020	41,170
2021	0
2022	0
2023	0
2024	0
Subsequent years	0
Total	$ 41,170

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OIL AND GAS PROPERTIES (Details) - USD ($)	Jan. 31, 2020	Jul. 31, 2019
Oil and Gas Property [Abstract]
Unproved properties not subject to amortization	$ 7,318,963	$ 3,765,501
Property costs subject to amortization	10,264,715	9,510,574
Asset retirement obligation, asset	568,320	540,472
Total cost of oil and gas properties	18,151,998	13,816,547
Less: accumulated depletion	(4,561,891)	(3,808,043)
Oil and gas properties, net full cost method	$ 13,590,107	$ 10,008,504

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ASSET RETIREMENT OBLIGATIONS (Details) - USD ($)	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019
Asset Retirement Obligation Disclosure [Abstract]
Beginning balance	$ 636,205	$ 258,575
Asset retirement obligation incurred	376,426	7,845
Accretion expense	35,756	6,958
Ending balance	$ 1,048,387	$ 273,378

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jan. 31, 2020

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

Effective June 1, 2018 the Company ceased to be the operator of record of properties in which it owns no working interest. The properties’ principal working interest owner is Petro Pro, Ltd. (“Petro Pro”), an entity controlled by Jed Miesner, former Chairman of the Board of Directors and current Director at January 31, 2020. In connection with the transfer of operations to US Petro, LLC (an entity is controlled by related parties, Mr. Miesner and Mr. Alford, current Chairman of the Board), the Company agreed to transfer $25,038 to US Petro which was the amount of suspended revenue attributable to owners in the transferred properties.

At January 31, 2020 and July 31, 2019, the Company has a payable to the Thornhill Law Firm, A PLC for $145,000 and $60,000, respectively, for legal services. The Company recognized $145,000 and nil in legal expense during the six months ended January 31, 2020 and 2019, respectively. The principal of the firm is Tommie Thornhill, who is also a Director of the Company.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jan. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Environmental contingency: 

The Company is subject to contingencies because of environmental laws and regulations. Present and future environmental laws and regulations applicable to the Company’s operations could require substantial capital expenditures or could adversely affect its operations in other ways that cannot be predicted at this time.

Legal contingency

On September 7, 2017, Amazing Energy LLC and Jilpetco Inc. were served with a summons and complaint in Cause No. P-7600-83-CV in the 83rd District Court in Pecos County, Texas. The nature of the litigation is that Amazing Energy & Jilpetco were joined as defendants in a case in Pecos County, Texas, between Fredrick Bartlett Wulff, Sr. et al plaintiffs and Benedum & Trees, LLC et al defendants. The suit alleges breach of lease, breach of implied duty to explore and develop, and requests a declaratory judgment that the leases are terminated, and the suit requests an accounting of lease production. The plaintiffs sought a release of the oil and gas leases except as to Section 91. The lease from Wulf plaintiffs was released per the order of the court. The then Company’s counsel handling this case failed to comply with discovery and the court awarded sanctions and legal costs against the Company in July 2019. August, ___,, 2019, the Company paid $65,492 due to working interest owners related to the Wulff claims, In addition, at January 31, 2020 and July 31, 2019, the Company has accrued an additional $98,291 in accounts payable for the sanctions and legal costs relating to prior counsel’s failure to fully and timely answer discovery, said amount to be paid subsequent to January 31, 2020. The plaintiffs still contend that attorney fees are owed for a breach of contract as to Section 91 leases. In the opinion of the Company’s management, the pending litigation claims against it, if decided adversely, will not have a material adverse effect on the Company’s financial condition, cash flows or results of operations. This litigation also includes a third party, Benedum and Trees, LLC, against which there are claims, motions, and other matters indirectly relating to the Company which have not been resolved. Negotiations are proceeding, accordingly.

On December 11, 2017, Amazing Energy LLC and Jilpetco Inc. were each served with a summons and complaint in Cause No. P-7813-83-CV in the 83rd District Court in Pecos County, Texas. Amazing Energy and Jilpetco were named as defendants in a case by Rumson Royalty Company as the plaintiff. The suit alleges Amazing Energy and Jilpetco have suspended certain royalty and/or overriding interest payments owed to the plaintiff, and requests a declaratory judgment seeking the plaintiff’s share of production proceeds and reasonable attorney’s fees. Management is vigorously defending the case. It is too early in the litigation to evaluate the likely outcome or to evaluate the financial impact of the lawsuit, if any. In the opinion of the Company’s management, none of the pending litigation, disputes or claims against it, if decided adversely, will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

On October 24, 2018 AAPIM, LLC (“AAPIM”) filed a lawsuit in the District Court of Pecos County, Texas, 112th Judicial District (Cause No. P-12363-112-CV) against Amazing Energy, LLC, a wholly-owned subsidiary of the Company. The Petition alleged Amazing Energy, LLC failed to pay plaintiff its proportionate share of the proceeds from oil and gas production from minerals in Pecos County, Texas. The Company referred the matter to its then regular counsel to represent Amazing Energy, LLC, however it failed to answer AAPIM’s Petition in a timely manner. AAPIM, on January 7, 2019 filed a Motion for Default Judgment against Amazing Energy, LLC. Amazing Energy, LLC was not notified, by its counsel or its registered agent, of the Motion for Default Judgment and as a result the Motion for Default Judgment was unopposed and on January 9, 2019, AAPIM obtained a Default Judgment against Amazing Energy, LLC. Although a Judgment was rendered for approximately $391,275, the defenses to the Judgment were recognized and AAPIM agreed in a Rule 11 settlement agreement to allow an independent Arbitrator to decide whether any payment was due to AAPIM as a non-consenting leasehold owner. The company has submitted accounting information to the Arbitrator showing that no payment is due to AAPIM. A response will soon be due by AAPIM which has claimed that record keeping by AEL and Jilpetco, the private entities of the Miesners and their related entities, which operated the assets before the public entity, the Company, are incomplete. The Company believes to the contrary. In short order, replies may be filed by each litigant and then the matter submitted for decision by the Arbitrator. The Company has been in negotiations with AAPIM to settle the amount owed by Amazing Energy, LLC pursuant to the Rule 11 Agreement with Arbitration that is to be completed by April 17, 2020, according to the current Rule 11 Agreement deadlines. Although the Company believes it will prevail in the Arbitration, owing little or nothing to AAPIM as a non-consenting leasehold owner, before the year ending July 31, 2019, the Company recognized an expense for the potential litigation settlement of $340,972 representing the amount of the judgment, and interest expense of $50,303 as an accounts payable.

On August 28, 2019, TCI Business Capital, Inc. (“TCI”) filed a petition, in the 416th District Court of Colin County, Texas (Case No. 416-04883-2019), against the Company and its wholly-owned subsidiary Jilpetco, Inc. TCI is a commercial factoring company that purchased certain accounts receivable from Diligent Well Site Services, LLC (“Diligent”). Diligent had previously performed services to Jilpetco. On October 10, 2019, the Company and Jilpetco entered into a settlement agreement with TCI whereby the Company/Jilpetco agreed to pay TCI the total amount of $66,085 in two installments. The first installment of $33,085 was paid on October 16, 2019. The second installment, in the amount of $33,000 was due on or before October 30, 2019. The Company failed to make the second installment and on November 11, 2019, the Company was served, by TCI, with an amended petition. The total amount of $66,085 was accrued as an accounts payable at July 31, 2019. The Company paid the second installment ($33,000) to TCI on November 22, 2019, and on November 25, 2019, paid TCI an additional $2,500 for legal fees that were incurred in connection with the case. This matter was resolved in full on November 22, 2019.

The Company’s records show a subsidiary, Amazing Energy, LLC (“AEL”), executed three notes, as described in Note 8 of these financial statements, with Jed Miesner, his wife Lesa Miesner and two affiliated companies; Petro Pro, Ltd, and JLM Strategic Investments, LP (collectively “Miesner”). These notes were previously the subject of a settlement agreement with Miesners and their entities. The settlement agreement called for purchase of the interest of the Miesners and their entities by December 31, 2019, which was not closed because of delays in funding the settlement. On January 7, 2020, Miesner alleged that the notes were in default and that he had the right to foreclose on Company assets. Miesner also challenged the effectiveness of the redemption of Preferred Stock that occurred April 1, 2019.

On January 10, 2020, the Company filed a Petition in Pecos County and on January 30, 2020, it file an Amended Petition and request for a temporary restraining order prohibiting foreclosure of the notes by Miesner, making the arguments that the notes and mortgages are invalid based on the grounds of a lack of corporate authority to enter into the notes, conflicts of interest, lack of consideration, self-dealing and breach of fiduciary duties.

On January 31, 2020 the Company was granted the temporary restraining order prohibiting Miesner from enforcing the notes and foreclosing upon the properties. Management believes that the Petition will be decided in the Company’s favor. Subsequently, on February 27, 2020, the Company and the Miesners and their entities then entered into an Amendment and Reaffirmation of the Settlement Agreement and Release of Claims between the parties that expires March 27, 2020, if the Company does not purchase all the rights of the Miesners and their entities. In the event the settlement is not completed, the litigation will continue.

Lease commitments

The Company’s principal offices are located at 5700 West Plano Parkway, Suite 3600 in Plano, Texas. Prior to May 1, 2019, the Company subleased office space from a tenant under an approved sublease agreement. On May 1, 2019, the Company agreed to assume the remaining lease obligations (through November 30, 2019) of the former tenant and became a co-lessee under an assumption and assignment of the prior lease agreement that extended the lease term to February 28, 2023. Terms of the new lease agreement require monthly lease payments of a base lease amount of $7,024.71, with periodic increases, plus additional amounts for reimbursement of certain operating costs. The lease does not include any provision that would allow the lessor or lessee to elect to extend or terminate the lease or buy the building at the end of the lease term. At January 31, 2020, the remaining lease term is 3.0 years.

Upon implementation of ASC 842 on August 1, 2019, the Company recognized an operating lease liability and right-of-use asset of $256,092 for its one operating lease for its principal offices in Plano, Texas. To calculate the operating lease liability and right to use asset, the Company utilized a 10.0% incremental borrowing rate to discount the future rent payments over the remaining lease term of 3.58 years. The incremental borrowing rate was estimated based on the interest rate the Company would expect to incur if it borrowed the funds to purchase the office on a collateralized basis with similar terms.

The Company subleases a small portion of the office space to multiple tenants on a non-binding month-to-month basis. The Company has no leases or subleases with any related parties.

As of January 31, 2020, total future lease payments are as follows:

For the 12 months ended January 31,
2021	$	84,297
2022		85,754
2023		87,345
2024		7,290
Total		264,686
Less imputed interest		(38,010	)
Net lease liability		226,676
Current portion		(64,534	)
Long-term portion	$	162,142

For the three and six months ended January 31, 2020, costs relating to the operating lease were recognized as lease expense in the Consolidated Statements of Operations as follows: 

	Three Month			Six Month
Base rent pursuant to lease agreement	$	21,370		$	43,100
Variable lease operating costs		5,893			11,480
Sublease income		(2,000	)		(14,501	)
Total lease costs	$	25,263		$	40,079

Oil and gas lease commitments

Royalties: The Company is obligated to pay royalties to holders of oil and natural gas interests in its operations.

Working Interest Holders: The Company is obligated to pay working interest holders a pro-rata portion of revenue in oil operations net of shared operating expenses. The amounts are based on monthly oil and gas sales and are charged monthly net of oil and gas revenue and recognized as “Due to working interest owners” on the Company’s Consolidated Balance Sheet.

The typical oil and natural gas lease agreement covering our acreage positions in Pecos County, Texas, Lea County, New Mexico, and in Mississippi provides for the payment of royalties to the mineral owners for all oil and natural gas produced form any wells drilled on the leased premises. The lessor royalties and other leasehold burdens on our properties generally range from 20% to 25%, resulting in a net revenue interest to the Company working interest generally ranging from 75% to 80%.

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NOTES PAYABLE (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019	Jul. 31, 2019
Notes Payable [Abstract]
Unpaid interest on related party convertible debt	$ 13,762		$ 21,018
Related party interest expense	150,521	$ 93,195
Related Party financing costs	0		77,000
Accrued interest payable	$ 303,379		$ 152,858

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REVENUE (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2020	Jan. 31, 2019
Revenue
Income from salt-water disposal wells agreement	$ 3,552	$ 0	$ 30,543	$ 0

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Jan. 31, 2020	Jul. 31, 2019
Property and equipment, gross	$ 774,171	$ 774,171
Less: accumulated depreciation	(532,057)	(477,059)
Property and equipment, net	242,114	297,112
Drilling Equipment
Property and equipment, gross	751,936	751,936
Other Equipment
Property and equipment, gross	$ 22,235	$ 22,235

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REVENUE

6 Months Ended

Jan. 31, 2020

Revenue

REVENUE

The Company’s customer sales contracts include oil and natural gas sales. Each unit (thousand cubic feet or barrel) of commodity product represents a separate performance obligation which is sold at variable prices, determinable on a monthly basis. The pricing provisions of the Company’s contracts are primarily tied to a market index with certain adjustments based on factors such as delivery, product quality and prevailing supply and demand conditions in the geographic areas in which the Company operates. The transaction price is allocated to each performance obligation and recognize revenue upon delivery of the commodity product when the customer obtains control. Control of produced oil volumes passes to customers when the oil is measured either by a trucking oil ticket or by a meter when entering an oil pipeline. Similarly, control of produced natural gas volumes passes to customers at specific metered points indicated in our natural gas contracts. The Company has no control over the commodities after those points and the measurement at those points dictates the amount on which the customer’s payment is based. The Company’s oil and natural gas revenue streams include volumes burdened by royalty and other joint owner working interests. Revenues are recorded and presented on the consolidated financial statements net of the royalty and other joint owner working interests.

Revenue is recorded in the month production is delivered to the purchaser. However, settlement statements and payments for oil and natural gas sales may not be received for up to 60 days after the date production is delivered, and as a result, management is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. The Company records any differences, which historically have not been significant, between the actual amounts ultimately received and the original estimates in the period they become finalized.

Detailed oil and gas revenue for the six months and three months ended January 31, 2020 and 2019 is as follows:

	For the Six Months ended January 31,
	2020		2019
Oil revenue	$	447,152	$	224,754
Gas revenue		-		1,074
	$	447,152	$	225,828

	For the Three Months ended January 31,
	2020		2019
Oil revenue	$	245,410	$	95,803
Gas revenue		-		-
	$	245,410	$	95,803

In August, 2019, the Company entered into a salt-water disposal agreement with a non-related oil and gas operator in Lea County, New Mexico. Under the terms of the agreement, the Company will allow the oil and gas operator to dispose its produced water into one of the Company’s salt-water disposal wells. The Company will charge the oil and gas operator a monthly fee based on the number of barrels of salt-water disposed. Revenue is recognized at the time the water is disposed in the Company’s salt-water disposal wells. Total income on this agreement was $3,552 for the three months ended January 31, 2020 and $30,453 during the six months ended January 31, 2020.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jan. 31, 2020

Stockholders' equity (deficit):

STOCKHOLDERS' EQUITY

Common stock

The Company is authorized to issue 3,000,000,000 shares of its common stock. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting. The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so.

Preferred stock

The Company is authorized to issue 10,000,000 shares of its preferred stock, $.001 par value per share.

Series A convertible preferred stock:

As of January 31, 2020 and July 31, 2019, the Company has no shares of Series A preferred stock outstanding.

Effective April 1, 2019, the Company redeemed all of the issued and outstanding shares of its Series A preferred stock. The holder of 100% of the Series A was Jed Miesner, a member of the Company’s Board of Directors. The Company redeemed 9,000 shares of the Series A, which had the voting power equivalent to 90,000,000 shares of the Company’s common stock, for the consideration of $100.00 per share, or a total payment of $900,000. The redemption price was effectuated through an increase in the principal balance of a promissory note issued to Mr. Miesner by the Company’s wholly owned subsidiary Amazing Energy, LLC. The principal balance of the Note was increased from $1,940,000 to $2,840,000.

Series B convertible preferred stock:

The Company has 50,000 shares of Series B preferred stock outstanding at January 31, 2020. These Series B shares were issued from the designated 10,000,000 shares of preferred stock, $.001 par value, with the following rights and preferences:

● Liquidation preference: Upon a liquidation event, an amount in cash equal to $100 per share, for a total of $5,000,000 computed as of January 31, 2020, shall be paid prior to liquidation payments to holders of Company securities junior to the Series B preferred stock.

● Dividends: Holders of the Series B preferred stock are not entitled to receive a dividend.

● Voting: The Series B preferred stock has no voting rights other than to be voted when required by the laws of the State of Nevada.

● Non-transferrable: The shares of Series B preferred stock are not transferable except under a plan for wealth transfer and estate planning or upon conversion or redemption as set forth below.

● Conversion: Beginning July 31, 2024 (as amended), any shares of the Series B preferred stock outstanding will be convertible, at the discretion of the shareholder, for a period of three years, into common stock purchase warrants of the Company with an conversion price of $1.00 per share on the basis of 110 shares of common stock for each one share of Series “B” preferred stock outstanding.

As additional consideration for a new promissory note dated October 22, 2018 (see Note 8), the terms of the right to convert preferred shares into warrants to acquire common stock attached to the Company’s Series “B” Preferred Stock, were amended to extend the conversion period to April 1, 2024 and to reduce the underlying warrant exercise price from $0.60 per share to $0.40 per share. The Company further agreed to suspend its right to call the Series “B” Preferred Stock until April 1, 2024.

Common Stock:

During the six months ended January 31, 2020 and 2019, the Company issued the following:

● 600,000 and 400,000 shares of common stock, respectively, for cash of $150,000 and $100,000.

● 1,200,000 and -0- shares of common stock with a value of $330,000 for common stock payable at July 31, 2019.

● 700,000 and 1,005,000 shares of common stock with total fair values of $82,000 and $239,071, respectively, as compensation for services.

● -0- and 630,000 shares of common stock with total fair values of $-0- and $126,400, respectively, for common stock issued in connection with offering for working interest.

● 1,125,000 and -0- shares of common stock with total fair values of $117,500 and $-0- for financing costs related to the issuance of convertible notes payable (Note 8).

● 5,625,000 and -0- shares of common stock issued in connection with convertible notes payable (Note 8). These shares were issued in conjunction with certain convertible notes entered into by the Company (Note 8). These shares were to be returned and retired if the Company paid the notes in full by or before their respective maturity dates. Because the notes were not repaid by their respective maturity dates (see Note 12 Subsequent Events), the lenders are entitled to retain these shares.

● 50,000 and 66,000 shares of common stock with total fair values of $12,500 and $16,482, respectively, in settlement of accounts payable.

Warrants:

During the six months ended January 31 2020, the Company issued 300,000 warrants to purchase common stock and recognized compensation of $92,975  for the vesting of warrants issued currently and in prior periods.

During the six months ended January 31, 2019, the Company issued 419,525 warrants to purchase common stock valued at $328,648 for professional services. Additionally, during the six months ended January, 31, 2019, the Company issued 2,400,000 warrants to purchase common stock in connection with promissory notes with a fair value of $288,000 and changed the terms of 2,674,576 existing warrants with an incremental fair value due to the modification of $480,771. See Note 8.

Warrant transactions for the six months ended January 31, 2020 and 2019 are summarized as follows:

	Six Months Ended January 31,
	2020		2019
Outstanding warrants - beginning of period		10,651,308		6,280,633
Issued		300,000		2,819,525
Exercised		-		-
Expired		-		-
Outstanding warrants - end of period		10,951,308		9,100,158

The Company’s outstanding warrants at January 31, 2020 are as follows:

Expiration Year	of Warrants		Exercise Price
2020		1,200,000	$0.50
2021		1,858,332	$0.40 to $1.00
2022		785,200	$0.25 to $0.60
2023		721,625	$0.23 to $0.74
2024		6,386,151	$0.12 to $0.40
		10,951,308

Stock Options:

For the six months ended January 31, 2020 and 2019, the Company recognized stock based compensation of $486,793 and $775,070, respectively, related to vesting of options granted in prior periods.

During the six months ended January 31, 2020, the Company did not grant any stock options.

On October 23, 2018, the Board of Directors authorized the grant of 1,000,000 options to purchase shares of common stock of the Company to its Chief Financial Officer. The options have an exercise price of $0.30 and expire five years from the date of grant. 100,000 of the options vested immediately on the grant date and the remainder were to vest 25% annually upon each anniversary of the grant date. For the six months ended January 31, 2019, the Company recognized stock based compensation of $44,178 for these options. Effective January 31, 2020 the employment agreement was terminated in connection with a Separation Agreement and 600,000 unvested options as of that date were forfeited.

On October 10, 2018, the Board of Directors also authorized the grant of 1,000,000 options to purchase shares of common stock of the Company to certain directors. The options vested immediately at the date of grant. These options have an exercise price of $0.30 and expire on October 23, 2023. The fair value of the grant was $214,726 which the Company recognized as stock-based compensation for the three month period ended October 31, 2018.

At January 31, 2020, unrecognized compensation related to all option grants is $928,679 which will be recognized over the next 2.25 years.

The following is a summary of the Company’s option activity for the six months ended January 31, 2020 and 2019:

	For the six months ended January 31
	2020					2019
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Options			Price		Options		Price
Outstanding options - beginning of period		32,085,000		$	0.31		28,085,000	$	0.31
Granted		-					3,500,000
Exercised		-					-
Forfeited or rescinded		(600,000	)				-
Outstanding options - end of period		31,485,000		$	0.31		31,585,000	$	0.31
Outstanding at the end of the period, vested		11,895,833		$	0.31		9,475,000	$	0.31

The Company’s outstanding options at January 31, 2020 are as follows:

	Number
Expiration Year	of Options		Exercise Price
2021		2,600,000	$0.30 to $0.40
2022		27,885,000	$0.25 to $0.40
2023		1,000,000	$0.30
		31,485,000

At January 31, 2020, the vested options had no intrinsic value.

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STOCKHOLDERS' EQUITY (Details 2) - Stock Option - $ / shares	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019
Stock Option Outstanding
Outstanding, beginning	32,085,000	28,085,000
Granted	0	3,500,000
Exercised	0	0
Forfeited or rescinded	(600,000)	0
Outstanding, ending	31,485,000	31,585,000
Outstanding - vested, ending	11,895,833	9,475,000
Stock Option Excerise Price
Outstanding, beginning	$ 0.31	$ 0.31
Outstanding, ending	0.31	0.31
Outstanding - vested, ending	$ 0.31	$ 0.31

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COMMITMENTS AND CONTINGENCIES (Details)	Jan. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 84,297
2021	85,754
2022	87,345
2023	7,290
Total	264,686
Less imputed interest	(38,010)
Net lease liability	226,676
Current portion	(64,534)
Long-term portion	$ 162,142

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jan. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	January 31, 2020			July 31, 2019
Drilling equipment	$	751,936		$	751,936
Other equipment		22,235			22,235
		774,171			774,171
Less: Accumulated depreciation		(532,057	)		(477,059	)
Total property and equipment, net	$	242,114		$	297,112

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CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2020	Jul. 31, 2019
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	103,726,232	94,426,232
Common stock, shares outstanding	97,801,232	94,426,232
Series A Preferred Stock
Preferred stock, par value	$ .01	$ .01
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock
Preferred stock, par value	$ .01	$ .01
Preferred stock, shares issued	50,000	50,000
Preferred stock, shares outstanding	50,000	50,000

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NATURE OF OPERATIONS

6 Months Ended

Jan. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

Amazing Energy Oil and Gas, Co. (“Amazing” or the “Company”) is incorporated in the State of Nevada. Through its wholly owned subsidiaries the Company is primarily engaged in the acquisition, exploration and development of oil and gas properties and the productions and sale of oil and natural gas from its properties in Texas, New Mexico and Mississippi.

Amazing Energy, LLC was formed in December 2008 as a Texas Limited Liability Company. Amazing Energy, Inc. was formed in 2010 as a Texas corporation and then changed its domicile to Nevada in 2011.

During the year ended July 31, 2019, an additional subsidiary was formed, Amazing Energy Holdings, LLC, a Texas limited liability company, for the acquisition of the Lea County, New Mexico assets and the Pecos County, Texas assets that the Company acquired in a transaction with Wyatt Energy, LLC.

During the three months ended January 31, 2020, an two additional subsidiaries were formed, Amazing Energy MS, LLC, for the acquisition of the Denver Mint properties located in Mississippi (See Note 5), and Amazing Energy Technologies, LLC which remains inactive at date of this filing.

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ASSET RETIREMENT OBLIGATIONS (Tables)

6 Months Ended

Jan. 31, 2020

Asset Retirement Obligation Disclosure [Abstract]

Schedule of asset retirement obligation

Balance, July 31, 2019	$	636,205
Asset retirement obligation incurred		376,426
Accretion expense		35,756
Balance, January 31, 2020	$	1,048,387
Balance, July 31, 2018	$	258,575
Asset retirement obligation incurred		7,845
Accretion expense		6,958
Balance, January 31, 2019	$	273,378

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EARNINGS PER SHARE (Details) - shares	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019
Outstanding securities that could have a dilutive effect	65,202,975	47,175,158
Convertible Preferred Stock
Outstanding securities that could have a dilutive effect	5,500,000	6,490,000
Warrant
Outstanding securities that could have a dilutive effect	10,951,308	9,100,158
Stock Option
Outstanding securities that could have a dilutive effect	32,085,000	31,585,000
Convertible Notes Payable
Outstanding securities that could have a dilutive effect	16,666,667	0

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jan. 31, 2020

Accounting Policies [Abstract]

Basis of presentation

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. (U.S. GAAP) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of January 31, 2020, and its results of operations, cash flows, and statement of changes in stockholders’ equity for the three and six months ended January 31, 2020 and 2019. The balance sheet at July 31, 2019 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. All amounts presented are in U.S. dollars. For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended July 31, 2019.

The financial statements are presented on a consolidated basis and include all of the accounts of Amazing Energy Oil and Gas, Co. and its wholly owned subsidiaries, Amazing Energy, Inc., Amazing Energy LLC, Jilpetco, Inc., Amazing Energy Holdings, LLC, and Amazing Energy MS, LLC. All significant intercompany balances and transactions have been eliminated.

Going concern

These consolidated financial statements have been prepared in accordance with U.S. GAAP as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of January 31, 2020, the Company has limited financial resources with which to achieve its objectives to obtain profitability and positive cash flows. At January 31, 2020, the Company has an accumulated deficit of $44,880,630 and a working capital deficit of $7,047,377. Achievement of the Company’s objectives will be dependent upon the Company’s ability to obtain additional financing, to locate profitable oil and gas properties and to generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt as to its ability to continue as a going concern exists. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern.

Revenue recognition

The Company recognizes revenues from the sales of oil and natural gas to its customers and presents them disaggregated on the Company’s Consolidated Statements of Operations. The Company enters into contracts with customers to sell its oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in Accounting Standard Codification (“ASC”) 606. Specifically, revenue is recognized when the Company’s performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the oil and natural gas marketing contracts is typically received from the purchaser one to two months after production.

During the six months ended January 31, 2020, the Company started providing salt-water disposal services to a non-related oil and gas well working interest owner. Revenue generated from salt-water disposal services is recognized in the period the services are provided.

Beginning in the six month period ending January 31, 2020, the Company has an agreement for a limited-term overriding royalty interest in oil reserves from its newly acquired Denver Mint interests in Mississippi. This royalty interests (i) entitles the purchaser to receive scheduled barrels of oil extracted from the reserves over a period of time; (ii) is free and clear of all associated future production costs and capital expenditures and (ii) allows the Company to retain the remaining reserves after the scheduled production volumes have been delivered. At the inception of the contract, we recognized the proceeds as production payable which will be amortized on a unit-of-production basis to other revenue as the barrels of oil are delivered over the term of the contract.

Receivables

Production revenue receivable consist of oil and natural gas revenues due under normal trade terms. Receivables are carried at original amounts on joint interest billings less an estimate for doubtful accounts. Management determines the allowance by regularly evaluating individual working interest owner receivables and considering their financial condition, credit history and current economic conditions.

Due to working interest owners

The Company provides oilfield services which includes interest owner accounting and subsequent disbursement of the interest owners’ net pro-rata share of oil proceeds from a given lease. Generally, the pro-rata share of oil proceeds less any applicable pro-rata share of operating expenses is distributed to the interest owner within two months of sale of oil and natural gas. The due to working interest owners’ balances comprises those proceeds which have yet to be distributed to interest owners as a result of the time required to process administrative functions and process payment and any revenue suspense.

Asset retirement obligations

The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which a contractual obligation is created and if a reasonable estimate of fair value can be made. A corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability.

Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Management’s estimates include estimates of impairment in carrying value of assets and liabilities, and collectability of recorded oilfield services receivables, stock-based compensation, deferred income taxes, asset retirement obligations, oil and gas property ceiling tests, and depreciation, depletion and amortization. Actual results could differ from these estimates.

Risks and uncertainties

The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating an emerging oil and gas business, including the potential risk of business failure.

Concentration of risks

The Company’s cash is placed with a highly rated financial institution, and the Company periodically reviews the credit worthiness of the financial institutions with which it does business. At times, the Company’s cash balances are in excess of amounts guaranteed by the Federal Deposit Insurance Corporation.

The Company’s oil and gas revenue originates from production from its properties in Texas and New Mexico. Each revenue stream in both Texas and New Mexico is sold to a single purchaser of minerals through month to month contracts. While this creates a purchaser concentration, there are alternate buyers of the production in event the sole customer in each state is unable or unwilling to purchase.

The Company sells all of its production to only four purchasers; two in Texas and two in New Mexico. As a result, during the six months ended January 31, 2020 and 2019, these purchasers represented 50% or more of its oil and gas revenue.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Cash and cash equivalents and restricted cash on the Consolidated Statement of Cash Flows includes restricted cash of $161,500 and $145,000 as of January 31, 2020 and July 31, 2019, respectively.

Restricted cash

As of January 31, 2020 and July 31, 2019, the Company has a letter of credit in the amount of $50,000 in favor of the Texas Railroad Commission as a bond for reclamation on its Texas based oil and gas properties and three reclamation bonds totaling $ 95,000 in favor of the State of New Mexico, all of which are included in Other assets on the Consolidated Balance Sheet. Additionally, in the six month period ended January 31, 2020, a deposit of $16,500 has been placed with the State of Mississippi for a one year operating license.

Income taxes

The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The Company recognizes a tax benefit from an uncertain position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position and will record the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority. The Company classifies any interest and penalties associated with income taxes as income tax expense.

Fair value of financial instruments

Financial instruments consist of cash and various notes payable. The fair value of these financial instruments approximates the carrying values at January 31, 2020 and July 31, 2019.

Property, plant, and equipment

Property and equipment are stated at cost. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When property, plant or equipment is sold at a price either higher or lower than its carrying amount, or un-depreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. Property and equipment are depreciated on a straight-line basis over their useful lives, which are typically five to seven years for equipment. Realization of the carrying value of other property and equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred.

Oil and gas properties

The Company uses the full cost method of accounting for oil and gas properties. Under this method of accounting, all costs incurred in the acquisition, exploration and development of oil and natural gas properties, including unproductive wells, are capitalized. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and natural gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves.

Oil and natural gas properties include costs that are excluded from costs being depleted or amortized. Excluded costs represent investments in unproved and unevaluated properties and include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. These costs are excluded until the project is evaluated and proved reserves are established or impairment is determined. Excluded costs are reviewed periodically to determine if impairment has occurred. The amount of any evaluated or impaired oil and gas properties is transferred to capitalized costs being amortized.

Depletion and amortization

The depletion base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depletion base of oil and natural gas properties is amortized on a units-of-production method.

Limitation on capitalized costs

Under the full-cost method of accounting, the Company is required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling Test”). If the capitalized costs of our oil and gas properties, net of accumulated amortization and related deferred income taxes, exceed the “Ceiling”, this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. (See Note 5) The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

The determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on several variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances, and other factors, which are difficult to predict, could also affect estimates of proved reserves in the future.

Stock-based compensation

Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant. The Company estimates the fair value of options and warrants to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year maximum term and varying vesting periods as determined by the Board of Directors.

For options issued with service vesting conditions, compensation cost is recognized over the vesting period. For options issued with performance conditions, compensation cost is recognized if and when the Company concludes that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures. For options issued with market conditions, compensation cost is recognized over the requisite service period and discounted by the probability of the condition thereof being met.

Environmental laws and regulations

The Company is subject to extensive federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in compliance with existing laws and regulations.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At January 31, 2020 and July 31, 2019, the Company had no assets or liabilities measured at fair value on a recurring basis.

Recent accounting pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases (ASC 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted the update on August 1, 2019. Upon implementation of the new guidance, the Company recognized a liability and right-of-use asset of $256,092 as of August 1, 2019 for its one operating lease. The Company elected the transition option to apply the new guidance at the effective date without adjusting comparative periods presented. (See Note 10). In addition, the Company elected the practical expedient on not separating lease components from non-lease components contained in its one operating lease agreement.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. Adoption of ASU No. 2018-07 on August 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to certain disclosure requirements with respect to fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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OIL AND GAS PROPERTIES

6 Months Ended

Jan. 31, 2020

Oil and Gas Property [Abstract]

OIL AND GAS PROPERTIES

The Company is currently participating in oil and gas exploration activities in Texas, New Mexico, and Mississippi. The Company’s oil and gas properties are located entirely in the United States.

Texas

The Company’s interests include leased acreage within Pecos County, Texas of an approximate 70,000 acre AMI as of January 31, 2020. Through a series of agreements with representatives of mineral owners, the Company has the right to acquire additional acreage for future development encompassing a large percentage of the approximately 70,000 acre AMI in Pecos County, Texas not already under lease as of January 31, 2020. Under those agreements the Company is required to make annual payments into trust accounts to hold the acquisition opportunity. As actual leases are acquired, those trust funds are available to pay the lease cost per acre at predetermined amounts ranging from $200 to $300 per acre.

The Company is obligated to pay certain bonus lease payments related to certain of its lease properties in Pecos County, Texas. The Company is required to pay $27,000 each year on the JT Walker lease on August 7th. The Company is also required to pay $200,000 every five years on August 7th to continue the JPMorgan lease. The most recent payment on this lease was made in July, 2017. The next JPMorgan lease payment is due by August 7, 2022. The Company is current in its lease payments under these leases.

At January 31, 2020, the Company has a working interest in twenty-eight wells located on the leasehold premises in Pecos County, Texas. The Company has drilled twenty-six wells throughout the property, with seven wells currently producing, seventeen wells being temporarily shut-in and awaiting further evaluation and with three wells having been permanently shut-in and awaiting either plugging or conversion to injector wells for a possible future water flood program.

New Mexico

The Company’s oil and gas interests in New Mexico are comprised of 5,385 gross acre interest (4,682 net acres) in Lea County, New Mexico as of January 31, 2020. The lease interests are currently being held by production . Moreover, as long as the wells on each lease continues to produce oil and gas in commercial quantities, no additional lease payments will have to be made to the mineral owners.

At January 31, 2020, the Company has a working interest in ten wells located on the leasehold premises in Lea County, New Mexico. Seven wells are currently producing oil and/or gas and three wells are being used to dispose of produced water from its seven producing wells.

Mississippi

On November 22, 2019 Amazing Energy MS, LLC (“AMS”) a newly formed, wholly-owned subsidiary of the Company closed on the acquisition of assets consisting of certain oil and gas leases encompassing approximately 900 net acres, nine oil wells and a saltwater disposal well, all located in Mississippi and generally known as the “Denver Mint Project.” The Company acquired the Denver  Mint Project from multiple parties for approximately $3,050,000.

Simultaneously, on November 22, 2019, the Company entered into an agreement for a limited-term overriding royalty interest (“ORRI”) in oil reserves from the Denver Mint Project for $4,500,000. The ORRI (i) entitles the recipient to receive delivery of barrels of oil extracted from the reserves over a period of time; (ii) is free and clear of all associated future production costs and capital expenditures and (iii) allows the Company to retain the remaining reserves after the scheduled barrels of oil have been delivered. Proceeds received were recognized as production payable which will be amortized on a unit-of-production basis to other revenue as the barrels of oil are delivered over the term of the contract. Deliveries are scheduled to begin in February 2020.

Pursuant to the Denver Mint ORRI, the Company will provide total aggregate production of 146,470 barrels of oil (the “Total Production”) to the Denver Mint ORRI recipient over a period of 48 months (the “Production Schedule”). The Production Schedule provides for monthly production requirements, beginning in February 2020, which range from 280 barrels per month to 4,560 barrels per month (the “Monthly Production”). Once the Monthly Production is met each month, the Company retains 100% of its 75% of the remaining production.

Under the terms of the agreement, the Company is required to execute defined workover and/or recompletion efforts to improve the production potential of the existing wells. Such efforts include improving existing wellbores, field infrastructure, and saltwater disposal well.

The oil and gas property balances at January 31, 2020 and July 31, 2019, are set forth in the table below:

	January 31, 2020			July 31, 2019
Unproved and other properties not subject to amortization	$	7,318,963		$	3,765,501
Property costs subject to amortization		10,264,715			9,510,574
Asset retirement assets		568,320			540,472
Total cost of oil and gas properties		18,151,998			13,816,547
Less: Accumulated depletion and impairment		(4,561,891	)		(3,808,043	)
Oil and gas properties, net full cost method	$	13,590,107		$	10,008,504

Ceiling Test

For the six months ended January 31, 2020, the Company recorded a full cost ceiling impairment of $605,937. The ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

Excluded from the Ceiling Test at January 31, 2020 is the carrying value of the Denver Mint Project in Mississippi of $3,478,734 acquired during the three months ended January 31, 2020. Production on this property began after January 31, 2020. The carrying value of this property will be included in the ceiling test for the three months ended April 30, 2020.

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ASSET RETIRMENT OBLIGATIONS

6 Months Ended

Jan. 31, 2020

Asset Retirement Obligation Disclosure [Abstract]

ASSET RETIREMENT OBLIGATIONS

The information below reconciles the value of the asset retirement obligation fors the ix months ended January 31, 2020 and 2019 respectively:

Balance, July 31, 2019	$	636,205
Asset retirement obligation incurred		376,426
Accretion expense		35,756
Balance, January 31, 2020	$	1,048,387
Balance, July 31, 2018	$	258,575
Asset retirement obligation incurred		7,845
Accretion expense		6,958
Balance, January 31, 2019	$	273,378

During the six months ended January 31, 2020, the Company drilled and completed one well and recompleted a second well in its Pecos County, Texas AMI. The Company estimated future costs to retire these wells and recorded asset retirement obligations. The estimated future costs were discounted using a credit adjusted, risk-free interest rate of 6.0% and adjusted for inflation rate of 2.6%. As a result, the Company increased its asset retirement obligation by $27,848 to reflect the increased ownership in additional wells that were added during the three months ended October 31, 2019.

The acquisition of the Denver Mint properties in Mississippi required further increase in the asset retirement obligation of $348,578 during the three months ended January 31, 2020. The Company estimated future costs to retire these wells and recorded asset retirement obligations using a credit adjusted, risk-free interest rate of 6.0% and adjusted for inflation rate of 2.6%.

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NOTES PAYABLE (Details 1)	6 Months Ended
	Jan. 31, 2020 USD ($) shares
Face Value	$ 900,000
Original Interest Discount	(90,000)
Net Proceeds	810,000
Beneficial Conversion feature	(807,222)
Total discount on date of loan	$ (897,222)
Shares of common stock issued | shares	1,125,000
Fair value of shares	$ 117,500
Labrys Fund
Face Value	400,000
Original Interest Discount	(40,000)
Net Proceeds	360,000
Beneficial Conversion feature	(360,000)
Total discount on date of loan	$ (400,000)
Shares of common stock issued | shares	500,000
Fair value of shares	$ 55,000
Morningview Financial LLC
Face Value	250,000
Original Interest Discount	(25,000)
Net Proceeds	225,000
Beneficial Conversion feature	(225,000)
Total discount on date of loan	$ (250,000)
Shares of common stock issued | shares	312,500
Fair value of shares	$ 31,250
Firstfire Global Opportunities
Face Value	250,000
Original Interest Discount	(25,000)
Net Proceeds	225,000
Beneficial Conversion feature	(222,222)
Total discount on date of loan	$ (247,222)
Shares of common stock issued | shares	312,500
Fair value of shares	$ 31,250

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OIL AND GAS PROPERTIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2020	Jan. 31, 2019
Oil and Gas Property [Abstract]
Ceiling impairment	$ 0	$ 0	$ 605,937	$ 0

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019	Jul. 31, 2019
Common stock, shares authorized	3,000,000,000		3,000,000,000
Preferred stock, shares authorized	10,000,000		10,000,000
Stock based compensation expense	$ 486,793	$ 775,070
Unrecognized compensation expense	$ 928,679
Series A Preferred Stock
Preferred stock, par value	$ 0.01		$ 0.01
Preferred stock, shares outstanding	0		0
Preferred stock, liquidation preference per share	$ 0		$ 100
Preferred stock, liquidation preference	$ 0		$ 9,000,000
Series B Preferred Stock
Preferred stock, par value	$ 0.01		$ 0.01
Preferred stock, shares outstanding	50,000		50,000
Preferred stock, liquidation preference per share	$ 100		$ 100
Preferred stock, liquidation preference	$ 5,000,000		$ 5,000,000

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STOCKHOLDERS' EQUITY (Details) - Warrant - shares	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019
Warrant Outstanding
Outstanding, beginning	10,651,308	6,280,633
Issued	300,000	2,819,525
Exercised	0	0
Expired	0	0
Outstanding, ending	10,951,308	9,100,158

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REVENUE (Tables)

6 Months Ended

Jan. 31, 2020

Revenue

Proceeds from oil and gas properties

	For the Six Months ended January 31,
	2020		2019
Oil revenue	$	447,152	$	224,754
Gas revenue		-		1,074
	$	447,152	$	225,828

	For the Three Months ended January 31,
	2020		2019
Oil revenue	$	245,410	$	95,803
Gas revenue		-		-
	$	245,410	$	95,803

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Document and Entity Information - shares	6 Months Ended
	Jan. 31, 2020	Mar. 16, 2020
Document And Entity Information
Entity Registrant Name	Amazing Energy Oil & Gas, Co.
Entity Central Index Key	0001375618
Document Type	10-Q/A
Document Period End Date	Jan. 31, 2020
Amendment Flag	true
Amendment Description	To comply with the provision of the SEC guidelines
Current Fiscal Year End Date	--07-31
Is Entity's Reporting Status Current?	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV
Entity File Number	000-52392
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		98,101,232
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Small Business	true

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CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($)	6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019
Cash Flows From Operating Activities
Net loss	$ (4,285,901)	$ (2,715,075)
Adjustments to reconcile net loss to net cash from operations:
Stock based compensation	665,767	1,055,390
Financing costs, related parties	0	60,000
Accretion expense	35,756	6,958
Depreciation, depletion and amortization	202,909	151,389
Impairment of oil and gas properties	605,937	0
Amortization of note discount	879,499	336,060
Financing fee paid with common stock	117,500	0
Change in:
Receivable from working interest owners	(2,908)	(29,947)
Production revenue receivable	(87,402)	18,132
Other current assets	(19,090)	23,837
Other assets	(9,121)	26,623
Accounts payable and accrued liabilities	(247,122)	657,001
Payable to related parties	85,000	0
Due to working interest owners	173,658	43,492
Production payable	4,500,000	0
Accrued interest payable, related parties	150,521	0
Accrued interest payable	184,148	93,195
Net cash from (used in) operating activities	2,949,151	(272,945)
Cash Flows From Investing Activities
Investment in oil and gas properties	(3,959,025)	(1,451,804)
Proceeds from sale of oil and gas working interests	0	924,751
Net cash from (used in) investing activities	(3,959,025)	(527,053)
Cash Flows From Financing Activities
Proceeds from sale of common stock and warrants	150,000	200,249
Proceeds from notes payable, related parties	0	600,000
Proceeds from notes payable	0	500,000
Proceeds from convertible notes payable, net	810,000	0
Payments on equipment note payable	(7,256)	(5,019)
Payments on note payable, related parties	0	(400,000)
Net cash from financing activities	952,744	895,230
Net change in cash	(57,130)	95,232
Cash and cash equivalents and restricted cash - beginning of period	297,227	573,695
Cash and cash equivalents and restricted cash - end of period	240,097	668,927
Non-cash investing and financing activities
Warrant modification with issuance of note payable, related party	0	480,771
Note payable, related party settled with participation in oil and gas working interest	0	100,000
Accounts payable settled with shares of common stock	12,500	16,482
Warrants issued with notes payable, related party	0	288,000
Beneficial conversion feature on convertible notes payable	807,222	0
Oil and gas property acquired with debt	0	1,900,000
Accounts payable settled with common stock and participation in oil and gas working interest	0	25,000
Related party note payable settled with common stock and participation in oil and gas working interest	0	160,000
Related party interest payable settled with common stock and participation in oil and gas working interest	$ 0	$ 50,000

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jan. 31, 2020

Stockholders' equity (deficit):

Schedule of warrants outstanding

	Six Months Ended January 31,
	2020		2019
Outstanding warrants - beginning of period		10,651,308		6,280,633
Issued		300,000		2,819,525
Exercised		-		-
Expired		-		-
Outstanding warrants - end of period		10,951,308		9,100,158

Expiration Year	of Warrants		Exercise Price
2020		1,200,000	$0.50
2021		1,858,332	$0.40 to $1.00
2022		785,200	$0.25 to $0.60
2023		721,625	$0.23 to $0.74
2024		6,386,151	$0.12 to $0.40
		10,951,308

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EARNINGS PER SHARE

6 Months Ended

Jan. 31, 2020

Net Loss per Share:

EARNINGS PER SHARE

Basic Earnings Per Share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period and includes no dilution. Diluted EPS reflects the potential dilution of securities that could occur from common shares issuable through convertible debt, convertible preferred stock and warrants.

The outstanding securities at January 31, 2020 and 2019, that could have a dilutive effect are as follows:

	January 31, 2020		January 31, 2019
Convertible preferred stock		5,500,000		6,490,000
Warrants		10,951,308		9,100,158
Stock options		32,085,000		31,585,000
Convertible notes payable		16,666,667		-
Total potential dilution		65,202,975		47,175,158

For the six months ended January 31, 2020 and 2019, the effect of this potential dilution has not been recognized since it would have been anti-dilutive due to net losses in those periods.

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STOCKHOLDERS' EQUITY (Details 1) - Warrant	Jan. 31, 2020 $ / shares shares
Number of warrants | shares	10,951,308
2020
Number of warrants | shares	1,200,000
Exercise price	$ 0.50
2021
Number of warrants | shares	1,858,332
2021 | Minimum
Exercise price	$ 0.40
2021 | Maximum
Exercise price	$ 1.00
2022
Number of warrants | shares	785,200
2022 | Minimum
Exercise price	$ 0.25
2022 | Maximum
Exercise price	$ 0.60
2023
Number of warrants | shares	721,625
2023 | Minimum
Exercise price	$ 0.23
2023 | Maximum
Exercise price	$ 0.74
2024
Number of warrants | shares	6,386,151
2024 | Minimum
Exercise price	$ 0.12
2024 | Maximum
Exercise price	$ 0.40

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SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jan. 31, 2020

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. (U.S. GAAP) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of January 31, 2020, and its results of operations, cash flows, and statement of changes in stockholders’ equity for the three and six months ended January 31, 2020 and 2019. The balance sheet at July 31, 2019 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. All amounts presented are in U.S. dollars. For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended July 31, 2019.

The financial statements are presented on a consolidated basis and include all of the accounts of Amazing Energy Oil and Gas, Co. and its wholly owned subsidiaries, Amazing Energy, Inc., Amazing Energy LLC, Jilpetco, Inc., Amazing Energy Holdings, LLC, and Amazing Energy MS, LLC. All significant intercompany balances and transactions have been eliminated.

Going Concern

These consolidated financial statements have been prepared in accordance with U.S. GAAP as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of January 31, 2020, the Company has limited financial resources with which to achieve its objectives to obtain profitability and positive cash flows. At January 31, 2020, the Company has an accumulated deficit of $44,880,630 and a working capital deficit of $7,047,377. Achievement of the Company’s objectives will be dependent upon the Company’s ability to obtain additional financing, to locate profitable oil and gas properties and to generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt as to its ability to continue as a going concern exists. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern.

Revenue Recognition

The Company recognizes revenues from the sales of oil and natural gas to its customers and presents them disaggregated on the Company’s Consolidated Statements of Operations. The Company enters into contracts with customers to sell its oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in Accounting Standard Codification (“ASC”) 606. Specifically, revenue is recognized when the Company’s performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the oil and natural gas marketing contracts is typically received from the purchaser one to two months after production.

During the six months ended January 31, 2020, the Company started providing salt-water disposal services to a non-related oil and gas well working interest owner. Revenue generated from salt-water disposal services is recognized in the period the services are provided.

Beginning in the six month period ending January 31, 2020, the Company has an agreement for a limited-term overriding royalty interest in oil reserves from its newly acquired Denver Mint interests in Mississippi. This royalty interests (i) entitles the purchaser to receive scheduled barrels of oil extracted from the reserves over a period of time; (ii) is free and clear of all associated future production costs and capital expenditures and (ii) allows the Company to retain the remaining reserves after the scheduled production volumes have been delivered. At the inception of the contract, we recognized the proceeds as production payable which will be amortized on a unit-of-production basis to other revenue as the barrels of oil are delivered over the term of the contract.

Receivables

Production revenue receivable consist of oil and natural gas revenues due under normal trade terms. Receivables are carried at original amounts on joint interest billings less an estimate for doubtful accounts. Management determines the allowance by regularly evaluating individual working interest owner receivables and considering their financial condition, credit history and current economic conditions.

Due to Working Interest Owners

The Company provides oilfield services which includes interest owner accounting and subsequent disbursement of the interest owners’ net pro-rata share of oil proceeds from a given lease. Generally, the pro-rata share of oil proceeds less any applicable pro-rata share of operating expenses is distributed to the interest owner within two months of sale of oil and natural gas. The due to working interest owners’ balances comprises those proceeds which have yet to be distributed to interest owners as a result of the time required to process administrative functions and process payment and any revenue suspense.

Asset Retirement Obligations

The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which a contractual obligation is created and if a reasonable estimate of fair value can be made. A corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability.

Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Management’s estimates include estimates of impairment in carrying value of assets and liabilities, and collectability of recorded oilfield services receivables, stock-based compensation, deferred income taxes, asset retirement obligations, oil and gas property ceiling tests, and depreciation, depletion and amortization. Actual results could differ from these estimates.

Risks and Uncertainties

The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating an emerging oil and gas business, including the potential risk of business failure.

Concentration of Risks

The Company’s cash is placed with a highly rated financial institution, and the Company periodically reviews the credit worthiness of the financial institutions with which it does business. At times, the Company’s cash balances are in excess of amounts guaranteed by the Federal Deposit Insurance Corporation.

The Company’s oil and gas revenue originates from production from its properties in Texas and New Mexico. Each revenue stream in both Texas and New Mexico is sold to a single purchaser of minerals through month to month contracts. While this creates a purchaser concentration, there are alternate buyers of the production in event the sole customer in each state is unable or unwilling to purchase.

The Company sells all of its production to only four purchasers; two in Texas and two in New Mexico. As a result, during the six months ended January 31, 2020 and 2019, these purchasers represented 50% or more of its oil and gas revenue.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Cash and cash equivalents and restricted cash on the Consolidated Statement of Cash Flows includes restricted cash of $161,500 and $145,000 as of January 31, 2020 and July 31, 2019, respectively.

Restricted Cash

As of January 31, 2020 and July 31, 2019, the Company has a letter of credit in the amount of $50,000 in favor of the Texas Railroad Commission as a bond for reclamation on its Texas based oil and gas properties and three reclamation bonds totaling $ 95,000 in favor of the State of New Mexico, all of which are included in Other assets on the Consolidated Balance Sheet. Additionally, in the six month period ended January 31, 2020, a deposit of $16,500 has been placed with the State of Mississippi for a one year operating license.

Income Taxes

The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The Company recognizes a tax benefit from an uncertain position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position and will record the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority. The Company classifies any interest and penalties associated with income taxes as income tax expense.

Fair value of financial instruments

Financial instruments consist of cash and various notes payable. The fair value of these financial instruments approximates the carrying values at January 31, 2020 and July 31, 2019.

Property and equipment

Property and equipment are stated at cost. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When property, plant or equipment is sold at a price either higher or lower than its carrying amount, or un-depreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. Property and equipment are depreciated on a straight-line basis over their useful lives, which are typically five to seven years for equipment. Realization of the carrying value of other property and equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred.

Oil and gas properties

The Company uses the full cost method of accounting for oil and gas properties. Under this method of accounting, all costs incurred in the acquisition, exploration and development of oil and natural gas properties, including unproductive wells, are capitalized. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and natural gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves.

Oil and natural gas properties include costs that are excluded from costs being depleted or amortized. Excluded costs represent investments in unproved and unevaluated properties and include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. These costs are excluded until the project is evaluated and proved reserves are established or impairment is determined. Excluded costs are reviewed periodically to determine if impairment has occurred. The amount of any evaluated or impaired oil and gas properties is transferred to capitalized costs being amortized.

Depletion and amortization

The depletion base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depletion base of oil and natural gas properties is amortized on a units-of-production method.

Limitation on Capitalized Costs

Under the full-cost method of accounting, the Company is required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling Test”). If the capitalized costs of our oil and gas properties, net of accumulated amortization and related deferred income taxes, exceed the “Ceiling”, this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. (See Note 5) The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

The determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on several variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances, and other factors, which are difficult to predict, could also affect estimates of proved reserves in the future.

Stock-based compensation

Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant. The Company estimates the fair value of options and warrants to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year maximum term and varying vesting periods as determined by the Board of Directors.

For options issued with service vesting conditions, compensation cost is recognized over the vesting period. For options issued with performance conditions, compensation cost is recognized if and when the Company concludes that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures. For options issued with market conditions, compensation cost is recognized over the requisite service period and discounted by the probability of the condition thereof being met.

Environmental laws and regulations

The Company is subject to extensive federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in compliance with existing laws and regulations.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At January 31, 2020 and July 31, 2019, the Company had no assets or liabilities measured at fair value on a recurring basis.

Recent accounting pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases (ASC 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted the update on August 1, 2019. Upon implementation of the new guidance, the Company recognized a liability and right-of-use asset of $256,092 as of August 1, 2019 for its one operating lease. The Company elected the transition option to apply the new guidance at the effective date without adjusting comparative periods presented. (See Note 10). In addition, the Company elected the practical expedient on not separating lease components from non-lease components contained in its one operating lease agreement.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. Adoption of ASU No. 2018-07 on August 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to certain disclosure requirements with respect to fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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OIL AND GAS PROPERTIES (Tables)

6 Months Ended

Jan. 31, 2020

Oil and Gas Property [Abstract]

Schedule of oil and gas property

	January 31, 2020			July 31, 2019
Unproved and other properties not subject to amortization	$	7,318,963		$	3,765,501
Property costs subject to amortization		10,264,715			9,510,574
Asset retirement assets		568,320			540,472
Total cost of oil and gas properties		18,151,998			13,816,547
Less: Accumulated depletion and impairment		(4,561,891	)		(3,808,043	)
Oil and gas properties, net full cost method	$	13,590,107		$	10,008,504

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2020	Jan. 31, 2019
Revenue
Oil and gas sales	$ 245,410	$ 95,803	$ 447,152	$ 225,828
Salt water disposal income	3,552	0	30,543	0
Total gross revenue	248,962	95,803	477,605	225,828
Operating Expense
Production costs	239,753	95,530	496,221	182,810
Depreciation, depletion and amortization	101,988	71,520	202,909	151,389
General and administrative expense	988,508	1,114,940	2,142,448	2,101,599
Accretion expense	23,022	3,479	35,756	6,958
Impairment of oil and gas properties	0	0	605,937	0
Total operating expenses	1,353,271	1,285,469	3,483,271	2,442,756
Loss from operations	(1,104,309)	(1,189,666)	(3,005,666)	(2,216,928)
Other (Income) Expense
Interest and other income	(425)	(952)	(555)	(1,274)
Interest expense	580,783	69,988	1,012,769	79,001
Financing cost	0	0	117,500	0
Financing cost, related parties	0	0	0	60,000
Interest expense, related parties	75,260	68,531	150,521	360,420
Total other (income) expense	655,618	137,567	1,280,235	498,147
Loss before taxes	(1,759,927)	(1,327,233)	(4,285,901)	(2,715,075)
Provision for income taxes	0	0	0	0
Net loss	$ (1,759,927)	$ (1,327,233)	$ (4,285,901)	$ (2,715,075)
Net Loss per Share:
Basic and diluted	$ (0.018)	$ (0.016)	$ (0.044)	$ (0.032)
Weighted Average Shares Outstanding:
Basic and diluted	98,035,298	85,026,721	97,468,827	84,668,585

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jan. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Total future lease payments

For the 12 months ended January 31,
2021	$	84,297
2022		85,754
2023		87,345
2024		7,290
Total		264,686
Less imputed interest		(38,010	)
Net lease liability		226,676
Current portion		(64,534	)
Long-term portion	$	162,142

Lease expenses

	Three Month			Six Month
Base rent pursuant to lease agreement	$	21,370		$	43,100
Variable lease operating costs		5,893			11,480
Sublease income		(2,000	)		(14,501	)
Total lease costs	$	25,263		$	40,079

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PROPERTY AND EQUIPMENT

6 Months Ended

Jan. 31, 2020

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

As of January 31, 2020 and July 31, 2019, property and equipment were composed of the following:

	January 31, 2020			July 31, 2019
Drilling equipment	$	751,936		$	751,936
Other equipment		22,235			22,235
		774,171			774,171
Less: Accumulated depreciation		(532,057	)		(477,059	)
Total property and equipment, net	$	242,114		$	297,112

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NOTES PAYABLE

6 Months Ended

Jan. 31, 2020

Notes Payable [Abstract]

NOTES PAYABLE

Notes payable, related parties

On January 3, 2011, Jed Miesner, the Company’s CEO and Chairman at the time of the agreement signed a note for Amazing Energy, LLC (AEL) in the amount of $1,940,000. A recent review of the historical records of AEL, now a subsidiary of the Company, shows that Miesner signed as manager and member of AEL, although he was neither. AEL was private then, and Miesner claims he disclosed to the board this note, although no loan proceeds were paid to AEL. As shown in notes ten and twelve, this has led to a dispute with Miesner over this and other notes he made about the same time. The loan is scheduled to mature on December 31, 2030, bear interest at the rate of 8% per annum, and collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. Unaware of the facts surrounding this dispute, effective April 1, 2019, the Company redeemed all of the issued and outstanding shares of its Series A Preferred Stock. The holder of 100% of the Series A was Jed Miesner. The Company redeemed all 9,000 shares of the Series A, which had the voting power equivalent to 90,000,000 shares of the Company’s common stock, for the consideration of $100.00 per share, or a total payment of $900,000. The redemption price was effectuated through an increase in the principal balance of a promissory note issued to Mr. Miesner by the Company’s wholly owned subsidiary Amazing Energy, LLC. The principal balance of the Note was increased from $1,940,000 to $2,840,000.

On December 30, 2010, Jed Miesner, again, who was neither a member, nor a manager of AEL signed a note from AEL to Petro Pro Ltd., an entity controlled by Jed Miesner for $1,100,000. No loan proceeds were paid from Petro Pro to AEL, instead, Petro Pro claims that it paid for consulting services of a third party which were proceeds from a fourth party in an unrelated deal. This note is also part of the dispute that is shown in notes ten and twelve. The loan is scheduled to mature on December 31, 2030, bear interest at the rate of 8% per annum and is collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas.

Terms of the notes were modified effective February 1, 2015, pursuant to an agreement between Jed Miesner, Petro Pro, Ltd., JLM and the Company. Beginning February 1, 2017, and continuing through February 1, 2019, the interest rate on the aforementioned notes was reduced from 8% to 6% per annum. Starting February 1, 2019 and continuing through the maturity date of the two notes (December 31, 2030), the annual interest rate on the notes was set at a rate equal to the Happy State Bank prime rate of 5.25% plus 2% at January 31, 2020.

On December 30, 2010, again, although he was neither member, nor manager of AEL, now a wholly owned subsidiary of the Company) a note to secure a $2,000,000 line of credit facility with JLM Strategic Investments LP, an entity controlled by Jed Miesner. Funds advanced on the line of bear interest at the rate of 8% per annum and are collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas.

Principal maturities for the two loan agreements and the credit facility outstanding at January 31, 2020 for the remaining terms are summarized by year as follows:

	Principal Maturities
Twelve months ending October 31,	Jed Miesner		Petro Pro, Ltd.		JLM Strategic Investments, LP		Total
2020	$	310,995	$	176,337	$	41,170	$	528,502
2021		67,272		38,144		-		105,416
2022		72,655		41,196		-		113,851
2023		78,467		44,492		-		122,959
2024		84,744		48,051		-		132,795
Subsequent years		2,225,867		751,780		-		2,977,647
	$	2,840,000	$	1,100,000	$	41,170	$	3,981,170

Related party interest expense on these notes for the six months ended January 31, 2020 and 2019 was $150,521 and $93,195, respectively. Accrued interest payable – related parties as of January 31, 2020 and July 31, 2019 was $303,379 and $152,858, respectively.

At January 31, 2020, the balance of the convertible debt and accrued interest was convertible into membership units of Amazing Energy, LLC, a wholly owned subsidiary of the Company, at $.60 per unit.

See Note 10 Commitments and Contingencies and Note 12 Subsequent Events about negotiations with Mr. Miesner regarding these notes payable.

On October 16, 2018, the Company entered into promissory notes with its Chairman of the Board and one of its Directors to fund the acquisition of the Wyatt properties in Pecos County, Texas and to allow the Company to enter into an Option Agreement for acquisition of several oil and gas producing properties in Lea County, New Mexico. The aggregate principal amount of the two new notes was $600,000. The notes required a placement fee of $60,000 (equal to 10% of the principal amounts of the loans), which was expensed as financing cost during year ended July 31, 2019. As additional consideration for the financing, the Company issued 2,400,000 warrants for the right to acquire its common stock at an exercise price of $0.25 per share for a term of six years. As a result, the Company recorded a debt discount of $288,000 to account for the relative fair value of the warrants. The debt discount was amortized as interest expense over the term of the note.

On October 26, 2018, the Company paid $400,000 on the promissory notes. During the fiscal year ended July 31, 2019, an additional $260,000 of the promissory notes were satisfied through the noteholders’ participation in an offering of working interest.

At July 31, 2019, the notes have been paid in full and the related debt discount has been fully amortized. Related party financing costs on these notes for the year ended July 31, 2019 was $77,000.

Promissory note payable – October 2018

On October 22, 2018, the Company entered into a promissory note with Bories Capital, LLC (Bories) for $500,000, the owner of which is a holder of all of the outstanding shares of the Company’s Preferred B stock. The note bears interest at the Hancock Whitney Bank prime rate plus two percent (7.50% at January 31, 2020) and is due in full at maturity on October 24, 2020. Interest is payable monthly beginning on November 30, 2018. As additional consideration for the note, the Company agreed to modify the terms of 2,674,576 warrants to acquire common stock held by the owner of Bories. The warrants were amended to change the exercise price from $0.60 to $0.40 per share and to extend the expiration date from July 31, 2019 to April 1, 2024. These modifications resulted in a financing fee of $480,771 which represents the difference in the fair value of the warrants before and after the change in terms. The amount was recognized as a discount on the note and is being amortized as interest expense over the term of the note. Amortization of $121,180 and $62,126 was recognized as interest expense during the six months ended January 31, 2020 and 2019, respectively. At January 31, 2020, the discount balance is $178,259.

In addition, terms of the Series B Preferred Stock held by the owner of Bories were modified. The Company agreed to suspend its right to call the preferred stock April 1, 2024; the original call date was April 1, 2019. Additionally, the Series “B” Preferred stockholder’s right to convert the preferred shares into warrants to acquire the Company’s common stock was amended to extend the conversion period to April 1, 2024.

Note payable, acquisition – October 2018

On October 12, 2018, the Company entered into an agreement for the acquisition of oil and gas producing interests in New Mexico for $2,000,000. As part of the agreement, the Company entered into a seller financed note payable of $1,900,000. The note bears interest at the rate of 7% per year and the entire balance of principal and interest was due at maturity on December 31, 2019. At January 31, 2020, the Company and the Seller are in negotiations related to extending the maturity date of the note. The note is secured by the assets of Amazing Energy, LLC.

Convertible notes payable – August and September, 2019

On August 20, 2019, September 2, 2019, and September 9, 2019, the Company entered into three convertible note agreements with face values of $400,000, $250,000, and $250,000, respectively. The notes bear interest at the rate of 12% per year and are due six months after the borrowing dates. The notes were issued with an original issue discount of 10%. The principal and unpaid interest on the notes are convertible in whole or in part into shares of the Company’s common stock by the lenders at any time prior to maturity. The conversion rate is the lesser of (i) 50% of the lowest trading price during the previous 20 day trading period ending on the latest completed trading date prior to the date of each note, or (ii) 50% of the lowest trading price during the previous 20 day trading period ending on the latest completed trading date prior to the lender electing conversion. The Company may pre-pay the notes, in full, at any time prior to the due date so long as Company is not in default under any terms of the notes.

The original issue discount of 10% resulted in a discount on the notes payable balance. In addition, the conversion terms of the notes resulted in a beneficial conversion feature that created an additional discount on the notes payable balance. For two of the three notes, the 10% original issue discount and the beneficial conversion feature amounts were greater than the net proceeds received. Thus, the notes were fully discounted on the date of issuance. The third note was discounted to all but $2,778 of the note’s face value. The discount is being recognized as interest expense over the term of the notes.

Each lender received shares of the Company’s common stock as a commitment fee in connection with the borrowings. The fair value of these shares of $117,500 was recognized as a financing expense during the six months ended January 31, 2020.

A summary of the convertible notes payable upon issuance is as follows:

Lender	Face Value		Original Interest Discount			Net Proceeds		Beneficial Conversion feature			Total discount on date of loan			Shares of common stock issued		Fair value of shares
Labrys Fund, LP	$	400,000	$	(40,000	)	$	360,000	$	(360,000	)	$	(400,000	)		500,000	$	55,000
Morningview Financial, LLC.		250,000		(25,000	)		225,000		(225,000	)		(250,000	)		312,500		31,250
Firstfire Global Opportunities Fund, LLC.		250,000		(25,000	)		225,000		(222,222	)		(247,222	)		312,500		31,250
	$	900,000	$	(90,000	)	$	810,000	$	(807,222	)	$	(897,222	)		1,125,000	$	117,500

Under the terms of the notes, the Company also issued shares of its common stock (the “Returnable Shares”). These shares will be returned to the Company if the convertible notes are fully repaid and satisfied prior to their due dates. If the convertible notes are not paid timely, the fair value of the shares will be recognized as a financing fee. At January 31, 2020, the Returnable Shares total 5,625,000 shares and have a fair value of $787,500. At January 31, 2020, the notes are classified current liabilities. The notes were not paid when they became due in February and March 2020. Because the notes were not repaid by their respective maturity dates (see Note 12 Subsequent Events), the lenders are entitled to retain these shares. The fair value of these shares on the maturity dates will be recognized as a financing cost in the three months ended April 30, 2020.

The note agreements contain a provision whereby the conversion rate will be adjusted in the event that the Company issues any common stock at a per share price lower than the current conversion rate. The agreements also contain covenants whereby the Company will be required to obtain consent from the lenders to acquire its own common stock, borrow, sell assets, and lend funds.

At January 31, 2020, information about the convertible notes payable is as follows:

										Number of
								Accrued		convertible
								interest		common
	Face Value		Discount			Net Balance		payable		shares
Labrys Fund, LP	$	400,000	$	(43,011	)	$	356,989	$	21,436		6,666,667
Morningview Financial, LLC.		250,000		(44,355	)		205,645		12,411		5,000,000
Firstfire Global Opportunites Fund,		250,000		(51,537	)		198,463		11,836		5,000,000
	$	900,000	$	(138,903	)	$	761,097	$	45,683		16,666,667

Amortization of the discount of $758,319 was recognized as interest expense during the six months ended January 31, 2020.

Equipment note payable

On September 13, 2016, the Company entered into a retail installment sale contract and security agreement (the “equipment note”) for the purchase of equipment. The equipment note is collateralized by a tractor loader backhoe. The equipment note requires 60 monthly installment payments of $994 through September 13, 2021. At January 31, 2020 and July 31, 2019, the balance of the note was $13,762 and $21,018, respectively. Future principal payments for the twelve months ending October 31, 2020 and 2021 total $11,928 and $1,834, respectively.

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SUBSEQUENT EVENTS

6 Months Ended

Jan. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

On February 6, 2020, the Company came to terms with Jed and Lesa Miesner (the “Miesners”), and their affiliated companies JLM Strategic Investments, LP (“JLM”), Petro Pro, Ltd. (“PPL”), US Petro, LLC (“US Petro”). Pursuant to the settlement, the Company will pay the total sum of $1,800,000 to the Miesners and/or their affiliated entities. Subsequently, on February 27, 2020, the Company and the Miesners and their entities then entered into an Amendment and Reaffirmation of the Settlement Agreement and Release of Claims between the parties that expires March 27, 2020, if the Company does not purchase all the rights of the Miesners and their entities. In the event the settlement is not completed, the litigation will continue. The Company has paid a total of $225,000 toward the purchase price if it closes on the deal. If the Company does not close on or before March 27, 2020, the deposit is lost and the pending litigation resumes. Currently, many of the substantive and procedural rules for pending litigation are suspended because of Novel Coronavirus (Covid 19) emergency orders of the United States and the State of Texas governmental orders. The settlement and litigation Miesner and his entities may be subject to those orders suspending resolution of the matter.

The settlement provides that the Company will acquire all right, title and interest in and to three notes and mortgages/deeds of trust, with a balance of approximately $4,200,000 held by the Miesners, JLM, and PPL, respectively. Furthermore, the parties have agreed that the Miesners, and their related affiliates, will surrender all of the shares of the Company’s common stock held by them, forgo any claims to all options to acquire shares of the Company’s common stock, all warrants to purchase the Company’s common stock, and any claims for compensation and wrongful termination pursuant to Jed Miesner’s former employment agreement with the Company, as well as a release of any and all other claims the Miesners, and/or any of their affiliated companies, may have against the Company and/or any of its subsidiaries. In exchange, the Company will forgo any claims it may have against Jed Miesner pursuant to his former employment agreement with the Company and any other additional claims the Company, and/or any of its subsidiaries, may have against the Miesners and/or any of their affiliated companies. As a part of the settlement, Jed Miesner resigned from the Company’s board of directors. The Company has made initial payments totaling $175,000 toward the total sum of $1,800,000 to be paid on or before February 21, 2020, according to the potential settlement.  Subsequent to February 6, 2020 the Company paid an additional $50,000 to Miesner to extend out the balloon payment date to March 27, 2020.In light of the granting of the temporary restraining order (See Note 10) and current economic conditions related to the Novel Coronavirus (Covid-19) outbreak Worldwide and the international cartel agreements that lead to collapse of crude prices, the Company and Miesner have continued to negotiate to modify the settlement terms. Any failure in the negotiation will result in loss of the deposit and the resumption of litigation, which again is likely stayed or suspended by the entry of order of the United States and State of Texas governments. 

On August 20, 2019, September 2, 2019, and September 9, 2019, the Company entered into three convertible note agreements with face values of $400,000, $250,000, and $250,000, respectively. Under the terms of the notes, the Company also issued shares of its common stock (the “Returnable Shares”). These shares were to be returned to the Company if the convertible notes are fully repaid and satisfied prior to their due dates. If the convertible notes were not paid timely, the fair value of the shares will be recognized as a financing fee. At January 31, 2020, the Returnable Shares total 5,625,000 shares and have a fair value of $787,500. The notes were not paid when they became due in February and March, 2020.Because the notes were not repaid by their respective maturity dates, the lenders are entitled to retain these shares.

On March 16, 2020, the Company issued 8,333,333 shares of its common stock (the “Shares”) to Cicero Transact Group, Inc. for $250,000. The Shares constitute 7% of the issued and outstanding shares of the Company’s common stock.

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NOTES PAYABLE (Details 2)	Jan. 31, 2020 USD ($) shares
Face Value	$ 900,000
Discount	(138,903)
Net Balance	761,097
Accrued interest payable	$ 45,683
Number of convertible common shares | shares	16,666,667
Labrys Fund
Face Value	$ 400,000
Discount	(43,011)
Net Balance	356,989
Accrued interest payable	$ 21,436
Number of convertible common shares | shares	6,666,667
Morningview Financial LLC
Face Value	$ 250,000
Discount	(44,355)
Net Balance	205,645
Accrued interest payable	$ 12,411
Number of convertible common shares | shares	5,000,000
Firstfire Global Opportunities
Face Value	$ 250,000
Discount	(51,537)
Net Balance	198,463
Accrued interest payable	$ 11,836
Number of convertible common shares | shares	5,000,000

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REVENUE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2020	Jan. 31, 2019
Revenue
Oil sales	$ 245,410	$ 95,803	$ 447,152	$ 224,754
Gas sales	0	0	0	1,074
Oil and gas sales	$ 245,410	$ 95,803	$ 447,152	$ 225,828