0001165527-12-001342.txt : 20121226 0001165527-12-001342.hdr.sgml : 20121226 20121226162957 ACCESSION NUMBER: 0001165527-12-001342 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20121031 FILED AS OF DATE: 20121226 DATE AS OF CHANGE: 20121226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Oil & Gas Inc. CENTRAL INDEX KEY: 0001544400 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 990372611 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-180164 FILM NUMBER: 121285600 BUSINESS ADDRESS: STREET 1: SUITE 400 ? 601 WEST BROADWAY CITY: VANCOUVER STATE: A1 ZIP: V5Z 4C2 BUSINESS PHONE: 888 609 1173 MAIL ADDRESS: STREET 1: SUITE 400 ? 601 WEST BROADWAY CITY: VANCOUVER STATE: A1 ZIP: V5Z 4C2 10-Q 1 g6485a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2012 Commission file number 333-180164 AMERICAN OIL & GAS INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Suite 400 - 601 West Broadway Vancouver, BC V5Z 4C2 (Address of principal executive offices, including zip code) (888) 609-1173 (Telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] 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 [X] 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 [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 10,000,000 shares as of December 26, 2012 ITEM 1. FINANCIAL STATEMENTS AMERICAN OIL & GAS INC. (An Exploration Stage Company) Balance Sheet --------------------------------------------------------------------------------
(Unaudited) (Audited) As of As of October 31, 2012 January 31, 2012 ---------------- ---------------- ASSETS CURRENT ASSETS Cash $ 10,845 $ 25,000 Accounts Receivable 285 -- -------- -------- TOTAL CURRENT ASSETS 11,130 25,000 OIL AND GAS PROPERTY (SUCCESSFUL EFFORTS METHOD) Unproven 37,102 -- Accumulated Depletion (928) -- -------- -------- TOTAL OIL AND GAS PROPERTY 36,175 -- -------- -------- TOTAL ASSETS $ 47,304 $ 25,000 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 2,740 $ 565 Loan Payable - Related Party -- 15,000 -------- -------- TOTAL CURRENT LIABILITIES 2,740 15,565 STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 20,000,000 and 10,000,000 shares issued and outstanding as of October 31, 2012 and January 31, 2012 20,000 10,000 Additional Paid-In Capital 40,000 -- Deficit accumulated during exploration stage (15,436) (565) -------- -------- TOTAL STOCKHOLDERS' EQUITY 44,564 9,435 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 47,304 $ 25,000 ======== ========
See Notes to Financial Statements 2 AMERICAN OIL & GAS INC. (An Exploration Stage Company) Statement of Operations --------------------------------------------------------------------------------
January 23, 2012 Three Months Nine Months (inception) ended ended through October 31, 2012 October 31, 2012 October 31, 2012 ---------------- ---------------- ---------------- REVENUES Oil and Gas $ 1,228 $ 1,228 $ 1,228 ------------ ------------ ------------ TOTAL REVENUES 1,228 1,228 1,228 EXPENSES Operating Expenses 943 943 943 General and Administration 1,792 7,128 7,693 Depletion 928 928 928 Professional Fees 1,900 7,100 7,100 ------------ ------------ ------------ TOTAL EXPENSES 5,562 16,099 16,664 ------------ ------------ ------------ NET INCOME (LOSS) $ (4,334) $ (14,871) $ (15,436) ============ ============ ============ NET LOSS PER BASIC AND DILITED SHARE $ (0.00) $ (0.00) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 20,000,000 14,087,591 ============ ============
See Notes to Financial Statements 3 AMERICAN OIL & GAS INC. (An Exploration Stage Company) Statement of Cash Flows --------------------------------------------------------------------------------
January 23, 2012 Nine Months (inception) ended through October 31, 2012 October 31, 2012 ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(14,871) $(15,436) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Depletion 928 928 Accounts Receivable (285) (285) Accounts Payable 2,175 2,740 -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (12,053) (12,053) CASH FLOWS FROM INVESTING ACTIVITIES Oil and Gas Property (37,102) (37,102) -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (37,102) (37,102) CASH FLOWS FROM FINANCING ACTIVITIES Loan Payable - Related Party (15,000) -- Issuance of common stock 50,000 60,000 -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 35,000 60,000 -------- -------- NET INCREASE (DECREASE) IN CASH (14,155) 10,845 CASH AT BEGINNING OF PERIOD 25,000 -- -------- -------- CASH AT END OF PERIOD $ 10,845 $ 10,845 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- ======== ======== Income Taxes $ -- $ -- ======== ========
See Notes to Financial Statements 4 AMERICAN OIL & GAS INC. (An Exploration Stage Company) Notes to Financial Statements October 31, 2012 -------------------------------------------------------------------------------- NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim financial statements of American Oil & Gas Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's S-1 Registration Statement filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the S-1 Registration Statement have been omitted. NOTE 2. GOING CONCERN As of October 31, 2012, the Company has generated limited revenue and has accumulated losses since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, its ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. NOTE 3. INVESTMENTS IN OIL AND GAS PROPERTIES CECIL BARLOW On July 18, 2012, the Company spent $26,437 to upgrade the well on the Cecil Barlow lease in Caddo Parish, Louisiana. NOTE 4. RELATED PARTY TRANSACTIONS As of October 31, 2012 the funds loaned by Robert Gelfand, President, have been repaid in full. NOTE 5. STOCKHOLDERS' EQUITY On July 12, 2012, the Company completed its registered offering raising $50,000 from the sale of 10,000,000 shares of common stock, par value $.001. As of October 31, 2012 the Company had 20,000,000 shares of common stock issued and outstanding. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $5,562 for the three month period ended October 31, 2012 with $1,228 in revenues. We incurred operating expenses of $16,664 for the period from inception (January 23, 2012) through October 31, 2012. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission. Our net loss for the three months ended October 31, 2012 was $4,334. Our net loss for the six months ended October 31, 2012 was $14,871. Our net loss from inception (January 23, 2012) through October 31, 2012 was $15,436 with $1,228 in revenues. We received our initial funding of $10,000 through the sale of common stock to Robert Gelfand who purchased 10,000,000 shares of our common stock at $0.001 per share in January, 2012. On July 12, 2012, the Company completed its registered offering raising $50,000 from the sale of 10,000,000 shares of common stock. LIQUIDITY AND CAPITAL RESOURCES We had $10,845 in cash at October 31, 2012, and there were outstanding liabilities of $2,740. We believe our cash balance along with anticipated revenues from the reworked well will be sufficient to cover the expenses we will incur during the next twelve months. We are an exploration stage company and have generated $1,228 in revenue since inception to October 31, 2012. PLAN OF OPERATION Our current cash balance is $10,845. We believe our cash balance along with anticipated revenues from the reworked well will be sufficient to cover the expenses we will incur during the next twelve months. In order to achieve our business plan goals, we will need to continue to realize revenue from our oil & 6 gas sales. We are an exploration stage company and have generated $1,228 revenue to date. We have sold $60,000 in equity securities to pay for our start-up operations. Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate sufficient revenues from our oil & gas sales. There is no assurance we will ever reach that point. In the meantime the continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations. During the quarter ended July 31, 2012 we spent $10,000 for the purchase of the Cecil Barlow #1 bore hole and $27,102 to complete the re-work and production program. Our plan of operation for the next twelve months is to continue production on the current lease while also searching for other appropriate leases. We anticipate spending an additional $3,875 (approx. $387.50 per month) for monthly maintenance fees, $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,125 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $20,000. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services. To become profitable and competitive, we will need to realize revenue from our oil & gas sales. If we do not realize revenues we believe that our current cash balance will allow us to operate for approximately nine months. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 7 ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2012. Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended October 31, 2012, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. 8 PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-180164, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer 101 Interactive data files pursuant to Rule 405 of Regulation S-T(1) ---------- (1) To be filed by Amendment 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. American Oil & Gas Inc. Registrant Date December 26, 2012 By: /s/ Robert Gelfand ------------------------------------------ Robert Gelfand, Chief Executive Officer, Chief Financial and Accounting Officer and Sole Director 9 EX-31.1 2 ex31-1.txt Exhibit 31.1 CERTIFICATION I, Robert Gelfand, certify that: 1. I have reviewed this report on Form 10-Q of American Oil & Gas Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 26, 2012 /s/ Robert Gelfand ------------------------------------- Robert Gelfand President and Chief Executive Officer EX-31.2 3 ex31-2.txt Exhibit 31.2 CERTIFICATION I, Robert Gelfand, certify that: 1. I have reviewed this report on Form 10-Q of American Oil & Gas Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 26, 2012 /s/ Robert Gelfand ---------------------------------- Robert Gelfand Chief Financial Officer EX-32.1 4 ex32-1.txt Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of American Oil & Gas Inc. (the "Company") on Form 10-Q for the period ending October 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Gelfand, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 26th day of December, 2012. /s/ Robert Gelfand -------------------------------- Chief Executive Officer EX-32.1 5 ex32-2.txt Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of American Oil & Gas Inc. (the "Company") on Form 10-Q for the period ending October 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Gelfand, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 26th day of December, 2012. /s/ Robert Gelfand -------------------------------- Chief Financial Officer