10-K 1 access.htm ACCESS US OIL & GAS, INC. 10K 2013-12-31 access.htm


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

FORM 10-K

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

For the fiscal year ended December 31, 2013

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

For the transition period from_______________  to____________

Commission file number 0-54721

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

Delaware
46-1035533
(State or other jurisdiction of  incorporation or organization)
                (I.R.S. Employer Identification No.)
 
 
673 Woodland Square Loop SE
Suite 302
Lacey, Washington 98503
(Address of principal executive offices) (zip code)

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

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

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No

 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ X ] Yes [ ] No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ X ] Yes [ ] No

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

Large Accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [ X ]
(do not check if smaller reporting company)
 

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
$ 0

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

Class
Outstanding as of December 31, 2013
   
Common Stock, par value $0.0001
21,290,000 shares
 
Documents incorporated by reference: None
 
 
 

 
 
ACCESS US OIL & GAS, INC.
 
 
FORM 10-K ANNUAL REPORT
 
 
FOR THE YEAR ENDED DECEMBER 31, 2013
 
 
TABLE OF CONTENTS
 
   
Page
PART I
Item 1.
Business
2
     
Item 1A.
Risk Factors
2
     
Item 1B.
Unresolved Staff Comments
2
     
Item 2.
Properties
3
     
Item 3.
Legal Proceedings
3
     
Item 4.
Mine Safety Disclosures
3
     
PART II
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3
     
Item 6.
Selected Financial Data
4
     
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
4
     
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
7
     
Item 8.
Financial Statements and Supplementary Data
8
     
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
18
     
Item 9A.
Controls and Procedures
18
     
Item 9B.
Other Information
20
     
PART III
 
Item 10.
Directors, Executive Officers and Corporate Governance
20
     
Item 11.
Executive Compensation
21
     
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
21
     
Item 13.
Certain Relationships and Related Transactions, and Director Independence
22
     
Item 14.
Principal Accounting Fees and Services
22
PART IV
Item 15.
Exhibits, Financial Statement Schedules
23
 
 
Signatures
24

 
1

 
 
PART I
 
ITEM 1. BUSINESS
 
Access US Oil & Gas, Inc. (the "Company") was incorporated on April 23, 2012 under the laws of the State of Delaware. On September 7, 2012, the shareholders of the Company and the Board of Directors unanimously approved the change of the Registrant's name from Gumtree Acquisition Corporation to Access US Oil & Gas, Inc.
 
The Company is in the development stage and is raising capital to invest in oil exploration and drilling.
 
The Company has an agreement (“Agreement”) with Comanche Exploration Company LLC (“Comanche”) in which it obtained a percentage right to a land leasehold and the right and obligation to participate in oil drilling and mineral exploitation on that and other land. The Company has made $3,000,000 deposit on the Agreement, and is actively raising debt financing to satisfy its additional capital obligations under the Agreement. It also plans to enter into more oil drilling and pumping agreements with Comanche as additional capital is raised.

The Company

The Company is in the development stage and has sustained operating losses since inception. At December 31, 2013, the Company has an accumulated deficit of $960,695. The Company also has a loss from operations of $951,586 from April 23, 2012 (inception) through December 31, 2013.

Through December 31, 2013, the Company had not generated revenues and had no income or cash flows from operations.  As a result, there is substantial doubt about the Company's ability to continue as a going concern. Such continuation is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its financial obligations.

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

Employees

The Company currently has one employee.

Subsidiaries

The Company has no subsidiaries.

ITEM 1A. RISK FACTORS

Not applicable for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS
 
None

 
2

 

ITEM 2. PROPERTIES

The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses without charge or expectation of repayment the offices of Charles McSwain, an officer and director of the Company. There is no written agreement between Mr. McSwain and the Company regarding such usage and the parties may terminate the arrangement at any time.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no public market for the Company’s common stock.

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2013, 21,290,000 shares of common stock and no preferred stock were issued and outstanding.
 
The Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.
 
On April 30, 2012, the Company issued, pursuant to Section 4(2) of the Securities Act of 1933, 20,000,000 common shares to two directors and officers for $2,000 in cash.
 
On September 7, 2012, the registrant redeemed an aggregate of 19,500,000 of the 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950.
 
On September 7, 2012, the former officers and directors resigned as the Company's directors and officers.

On September 7, 2012, Charles A. McSwain and Michael Mattox were elected as the directors of the Registrant.

On September 7, 2012, Michael Mattox was appointed President and Charles A. McSwain was appointed Secretary and Treasurer.

 
3

 
 
On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name to Access US Oil & Gas Corporation and filed such changes with the State of Delaware.
 
On September 8, 2012, the Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock.
 
On October 5, 2012, the Company issued 400,000 shares of common stock to a debt holder as an inducement to provide the loan.
 
On October 8, 2012, the Company issued 300,000 shares of common stock to a debt holder as an inducement to provide the loan.
 
In September, 2013, 580,000 shares of common stock sold in public offering with a price of $0.03 per share to 58 subscribers for an aggregate of $17,400.
 
On December 9, 2013, 10,000 shares of common stock sold in public offering with a price of $0.03 per share to 1 subscriber for an aggregate of $300.
 
As of December 31, 2013, the Company has 21,290,000 shares of common stock and no preferred stock was issued and outstanding.

ITEM 6. SELECTED FINANCIAL DATA

There is no selected financial data required to be filed for a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
As used in this "Management's Discussion and Analysis of Financial Condition and Results of Operation," except where the context otherwise requires, the term "we," "us," or "our," refers to the business of Access US Oil & Gas, Inc.
 
Overview
 
We were incorporated on April 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name to Access US Oil & Gas, Inc. and filed such change with the State of Delaware.
 
 
4

 
 
We are in the development stage and operations to date have been to obtain agreements with Comanche for oil exploration and drilling, as well as efforts to raise debt financing to invest with Comanche.

Through December 31, 2013, the Company had not generated revenues and had no income or cash flows from operations.  As a result, there is substantial doubt about the Company's ability to continue as a going concern. Such continuation is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its financial obligations.

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

Critical Accounting Policies and Estimates
 
Our significant accounting policies are described in the notes to our accompanying financial statements.
 
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Use of Estimates

Financial statements prepared in accordance with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management makes estimates relating to the fair value of financial instruments and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates.

Recent Accounting Pronouncements

There are no recently issued accounting pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

 
5

 
 
Results of Operations and Financial Condition for the Period from the inception April 23, 2012 through December 31, 2013

The following is an analysis of the results of our operations for the period from the inception April 23, 2012 through December 31, 2013.

   
 
 
Year Ended
December 31,
   
From April 23,
2012
 (Inception)  through
 December 31,
 
   
2013
   
2012
   
2013
 
Operating expenses:
                 
General and administrative
  $ (319,230 )   $ (341,469 )   $ (660,699 )
Professional expenses
    (290,887 )     -       (290,887 )
Loss from operations
    (610,117 )     (341,469 )     (951,586 )
Other expenses:
                       
Interest expense
    (8,579 )     (531 )     (9,110 )
                         
                         
Loss before income tax
    (618,695 )     (342,000 )     (960,695 )
Income tax expense
    -       -       -  
Net loss
  $ (618,695 )   $ (342,000 )   $ (960,695 )
                         
Basic and dilutted loss per common shares
  $ (0.03 )   $ (0.02 )        
                         
Basic and dilutted weighted average common shares outstanding
    20,868,795       19,605,159          
 
We have not generated any revenues or incurred any cost of revenues as of December 31, 2013.  During the period from the inception April 23, 2012 through December 31, 2013, we had operating expenses of $951,586 which primarily represented expenses associated with obtaining our agreement with Comanche Exploration Company, LLC (“Comanche”) for future oil exploration activities, as well as consulting and legal fees in order to comply with regulatory requirements.
 
There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
 
Liquidity and Capital Resources
 
  During the twelve months ended December31, 2013, cash provided by operating activities was $725,381.  This was primarily the result of an increase in accounts payable of $1,341,837, partially offset by our net loss of $618,695.
 
 During the twelve months ended December 31, 2013, cash used in investing activities was $4,031,984, which comprised investments in and deposit to Comanche in the amount of $4,692,953, partially offset by a refund of $660,969.
 
During the twelve months ended December 31, 2013, cash provided by financing activities amounted to $4,307,700, which was the result of $4,165,000 in borrowings from a related party during the year. Of this amount received from the related party, $3,000,000 was invested in Comanche toward our oil exploration and drilling agreement; and $805,000 was paid to AUSA toward our promissory note agreement.
 
 
6

 
 
As of December 31, 2013, the Company had cash available of $1,002,866. As discussed above, the Company plans to raise additional debt and equity financing to meet its obligations as they become due.
 
Promissory Notes

On October 5, 2012, the Company entered into a promissory note agreement for borrowing $200,000 from an individual. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issue.  The Company received $150,000 and $50,000 on October 5, 2012 and February 22, 2013 respectively. In connection with this note payable, the Company issued 400,000 shares of common stock to the individual on October 5, 2012 as an inducement to make the loan.
 
On October 8, 2012, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement.  The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued.  In connection with this note payable, the Company issued 300,000 shares of common stock to the individual on October 8, 2012 as an inducement to make the loan.
 
On December 1, 2012, the Company entered into a promissory note agreement with Access the USA (“AUSA”), a related party entity through common ownership.  Under the terms of the agreement, any borrowings are due on demand and accrue interest at 5% per annum starting on January 1, 2013.  As of December 31, 2013, AUSA had advanced the Company an aggregate total of $695,000 to fund the project with Comanche.

On June 21, 2013, the Company borrowed $1,500,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $1,500,000 is due on demand and accrues interest at 5% per annum starting on June 21, 2013.

On October 14, 2013, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement.  The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued.

On September 3, 2013, the Company borrowed $500,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $500,000 is due on demand and accrues interest at 5% per annum starting on September 3, 2013.

On December 13, 2013, the Company borrowed $1,000,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $1,000,000 is due on demand and accrues interest at 5% per annum starting on December 13, 2013.

On December 31, 2013, the Company borrowed $1,000,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $1,000,000 is due on demand and accrues interest at 5% per annum starting on December 31, 2013.

As of December 31, 2013 the Company had cash available of $1,002,866.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet financing arrangements.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 
7

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Access US Oil & Gas, Inc.
 
 
Documents filed as part of this Annual Report on Form 10-K:
 
Report of Independent Registered Accounting Firm
 
Financial Statements
 
Balance Sheets at December 31, 2013 and 2012
 
Statements of Operations for the year ended December 31, 2013 and the period from April 23, 2012 (Inception) through December 31, 2012; and the period from April 23, 2012 (Inception) through December 31, 2013.
 
Statement of Changes in Stockholders' Deficit for the period from April 23, 2012 (Inception) through December 31, 2013
 
Statements of Cash Flows for the year ended December 31, 2013, and the period from April 23, 2012 (Inception) to December 31, 2012; and the period from April 23, 2012 (Inception) through December 31, 2013.
 
Notes to Financial Statements
 
 
8

 
 
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Shareholders of Access US Oil & Gas, Inc.
 
 
We have audited the accompanying balance sheets of Access US Oil & Gas, Inc. (a development stage company - the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2013; for the period from April 23, 2012 (Inception) through December 31, 2012; and for the period from April 23, 2012 (Inception) through December 31, 2013. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of misstatement.  The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the year ended December 31, 2013, the period from April 23, 2012 (Inception) through December 31, 2012, and the period from April 23, 2012 through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the accompanying financial statements, the Company has suffered recurring losses from operations. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
Anton & Chia, LLP
 
 
Newport Beach, California
 
 
March 31, 2014
 
 
9

 
 
ACCESS US OIL & GAS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 
 
   
December 31,
 
ASSETS
 
2013
   
2012
 
Current assets:
           
Cash
  $ 1,002,866     $ 1,769  
Total current assets
    1,002,866       1,769  
                 
Prepaid deposits
    339,031       500,000  
Short-term investments
    4,192,953       -  
Total assets
  $ 5,534,850     $ 501,769  
                 
LIABILITIES AND SHAREHOLDER'S DEFICIT
         
Current liabilities:
               
Accounts payable
  $ 1,430,075     $ 88,238  
Due to related parties
    4,695,000       530,000  
Total current liabilities
    6,125,075       618,238  
                 
Long term notes payable, net of discount
    345,907       218,750  
Total liabilities
    6,470,982       836,988  
                 
Shareholders' Deficit
               
Preferred stock, par value $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding
               
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 21,290,000 and 20,700,000 shares issued and outstanding as of December 31, 2013 and December 31,2012, respectively
    2,129       2,070  
Additional paid-in capital
    22,434       4,711  
Accumulated deficit
    (960,695 )     (342,000 )
Total shareholders' deficit
    (936,132 )     (335,219 )
Total liabilities and shareholders' deficit
  $ 5,534,850     $ 501,769  
 
See accompanying Notes to Financial Statements.

 
10

 
 
ACCESS US OIL & GAS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

   
Year Ended
December 31,
   
From April 23,
2012 (Inception)
through December 31,
 
   
2013
   
2012
   
2013
 
Operating expenses:
                 
General and administrative
  $ (319,230 )   $ (341,469 )   $ (660,699 )
Professional expenses
    (290,887 )     -       (290,887 )
Loss from operations
    (610,117 )     (341,469 )     (951,586 )
Other expenses:
                       
Interest expense
    (8,579 )     (531 )     (9,110 )
                         
Loss before income tax
    (618,695 )     (342,000 )     (960,695 )
Income tax expense
    -       -       -  
Net loss
  $ (618,695 )   $ (342,000 )   $ (960,695 )
                         
Basic and dilutted loss per common shares
  $ (0.03 )   $ (0.02 )        
                         
Basic and dilutted weighted average common shares outstanding
    20,868,795       19,605,159          

See accompanying Notes to Financial Statements.

 
11

 
 
ACCESS US OIL & GAS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
 
   
Common Stock
   
Additional
Paid-In
   
Accumulated
   
Total
 Shareholders'
 
   
Shares
   
Amount
      Capital      Deficit      Deficit  
Balance, April 23, 2012 (Inception)
    -       -       -       -       -  
Issuance of founders stock on April 23, 2012
    20,000,000       2,000       (2,000 )             -  
Redemption of common stock on September 7, 2012
    (19,500,000 )     (1,950 )     -               (1,950 )
Issuance of common stock on September 8, 2012
    19,500,000       1,950       -               1,950  
Issuance of common stock in connection with notes payable on October 5, 2012
    400,000       40       3,856               3,896  
Issuance of common stock in connection with notes payable on October 8, 2012
    300,000       30       2,855               2,885  
Net loss
    -       -       -       (342,000 )     (342,000 )
Balance, December 31, 2012
    20,700,000       2,070       4,711       (342,000 )     (335,219 )
Adjustment
                    82               82  
Issuance of common stock on September 16, 2013
    570,000       57       17,043               17,100  
Issuance of common stock on September 25, 2013
    10,000       1       299               300  
Issuance of common stock on December 9, 2013
    10,000       1       299               300  
Net loss
    -       -       -       (618,695 )     (618,695 )
Balance, December 31, 2013
    21,290,000     $ 2,129     $ 22,434     $ (960,695 )   $ (936,132 )
 
See accompanying Notes to Financial Statements.

 
12

 
 
ACCESS US OIL & GAS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

   
Year Ended
 December 31,
   
From April 23, 2012
 (Inception) through
 December 31,
 
   
2013
   
2012
   
2013
 
Operating activities:
                 
Net loss
  $ (618,695 )   $ (342,000 )   $ (960,695 )
Adjustments to reconcile net loss to cash used in operating activities:
                       
Depreciation and amortization
    2,239       531       2,770  
Changes in operating assets and liabilities:
                       
Accounts payable
    1,341,837       88,238       1,430,075  
Net cash used in operating activities
    725,381       (253,231 )     472,150  
                         
Investing activities:
                       
Investments in Comanche Exploration, LLC
    (3,000,000 )             (3,000,000 )
Deposits to Comanche Exploration, LLC
    (1,692,953 )     (500,000 )     (2,192,953 )
Refund of prepaid deposits from Comanche Exploration, LLC
    660,969               660,969  
Net cash used in investing activities
    (4,031,984 )     (500,000 )     (4,531,984 )
                         
Financing activities:
                       
Redemption of common stock
    -       (1,950 )     (1,950 )
Proceeds from issuance of common stock
    59       1,950       2,009  
Proceeds from borrowings from related parties
    4,970,000       530,000       5,500,000  
Proceeds from payments to related parties
    (805,000 )     -       (805,000 )
Proceeds from notes payable borrowing
    125,000       225,000       350,000  
Proceeds from shareholders' paid-in capital
    17,641       -       17,641  
Net cash generated by financing activities
    4,307,700       755,000       5,062,700  
                         
Increase ( decrease) in cash and cash equivalents
    1,001,097       1,769       1,002,866  
Cash, beginning of the period
    1,769       -     $   -  
Cash, end of the period
    1,002,866       1,769     $ 1,002,866  
                         
Supplemental cash flow disclosure:
                       
Cash paid for interest
    6,340       -          
Cash paid for income taxes
    -       -          

See accompanying Notes to Financial Statements.

 
13

 
 
ACCESS US OIL & GAS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS


1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Access US Oil & Gas, Inc. (the "Company") was incorporated on April 23, 2012 under the laws of the State of Delaware. On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name from Gumtree Acquisition Corporation to Access US Oil & Gas, Inc.

The Company is in the development stage and is raising capital to invest in oil and gas exploration and drilling.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").

USE OF ESTIMATES

Financial statements prepared in accordance with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management makes estimates relating to the fair value of financial instruments and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2013.

INCOME TAXES

Under Accounting Standards Codification (“ASC”) 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

LOSS PER COMMON SHARE

The basic loss per share is the same as the diluted loss per share as there are no potentially dilutive shares. The loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the loss of the entity.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 
14

 
 
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

The Company's financial instruments consisted of cash and the notes payable.  The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recently issued accounting pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

NOTE 2 - GOING CONCERN

The Company has incurred operating losses since inception and has negative cash flows from operations.  It also has an accumulated deficit of $960,695 as of December 31, 2013.  As a result, the Company's continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations.

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

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
 
NOTE 3 – DEPOSITS AND OTHER ASSETS
 
On October 17, 2012, the Company entered into the Orion Mississippian Project agreement with Comanche Exploration Company, LLC (“Comanche”), an oil exploration and drilling company, to develop and drill wells.  The Company agreed to acquire a 12.5% interest in the project comprising four initial wells for a total estimated investment of $3,812,500.  On December 15, 2012, the Company made the refundable security deposit of $500,000. The amount has been recorded as deposits on the accompanying balance sheet as of December 31, 2012.
 
On January 31, 2013, the Company made the second refundable security deposit of $500,000 as collateral to Comanche.
 
 
15

 
 
On June 21, 2013, the Company made the initial investment of $1,500,000 to Comanche for the estimated Authority for Expenditure (“AFE”) of $2,339,031. The amount is in short-term investments on the accompanying balance sheet as of December 31, 2013.
 
On June 26, 2013, the Company received a deposit refund of $160,969.
 
On September 4, 2013, the Company made the second investment of $500,000 to receive a deposit refund.
 
On September 5, 2013, the Company received a deposit refund of $500,000.
 
On December 6, 2013, the Company agreed to pay to Comanche the sum of Seven Hundred Fifty and No/100 Dollars ($750.00) per net mineral acre for an undivided twenty-one percent (21%) interest in the Leases owned or held by Comanche, instead of the previous twelve and one half percent (12.5%).
 
On December 17, 2013, the Company made the third investment of $1,000,000 to Comanche. This amount is included in short-term investments on the accompanying balance sheet as of December 31, 2013.
 
The Company shall be responsible for its proportionate share of all costs, risks and expenses incurred in drilling, completing and equipping of the wells for the project. When the actual costs of drilling, completing and equipping the wells have been determined, Comanche shall refund to the Company any net amounts paid but not expended; or invoice the Company for costs incurred in addition to sums advanced, on a well by well basis.
 
As of December 31, 2013, the Company had $1,192,953 account payable to the Comanche project.
 
As of December 31, 2013, the Comanche project had started drilling on the first of four initial wells, but not produced yet.  The Company accounts for its investment in the Comanche project under the cost method.

NOTE 4 – DUE TO RELATED PARTY
 
On December 1, 2012, the Company entered into a promissory note agreement with Access the USA (“AUSA”), a related party entity through common ownership.  Under the terms of the agreement, any borrowings are due on demand and accrue interest at 5% per annum starting on January 1, 2013.  As of December 31, 2013, AUSA had advanced the Company an aggregate total of $695,000 to fund the project with Comanche.
 
On June 21, 2013, the Company entered into a credit agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership.  Under the terms of the agreement, loans may be made to the Company in the aggregate maximum principal amount of $7,500,000; which accrue interest at 5% per annum commencing on June 21, 2013. As of December 31, 2013, the outstanding principal balance under the credit agreement was $1,500,000.

On September 3, 2013, the Company borrowed $500,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $500,000 is due on demand and accrues interest at 5% per annum starting on September 3, 2013.

On December 13, 2013, the Company borrowed $1,000,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $1,000,000 is due on demand and accrues interest at 5% per annum starting on December 13, 2013.

On December 31, 2013, the Company borrowed $1,000,000 and entered into a promissory note agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, $1,000,000 is due on demand and accrues interest at 5% per annum starting on December 31, 2013.
 
As of December 31, 2013, Orion I had advanced the Company an aggregate total of $3,000,000 to fund the project with Comanche.
 
 
16

 

NOTE 5 – LONG TERM NOTES PAYABLE

On October 5, 2012, the Company entered into a promissory note agreement for borrowing $200,000 from an individual. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issue. The Company received $150,000 and $50,000 on October 5, 2012 and February 22, 2013 respectively. In connection with this note payable, the Company issued 400,000 shares of common stock to the individual on October 5, 2012 as an inducement to make the loan.
 
On October 8, 2012, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement.  The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued.  In connection with this note payable, the Company issued 300,000 shares of common stock to the individual on October 8, 2012 as an inducement to make the loan.
 
On October 14, 2013, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement.  The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued.

The fair value of the common stock issued in connection with the above notes payable was allocated on a pro rata basis to the proceeds from the notes payable.  The aggregate amount allocated to the value of the common stock amounted to $6,863, which has been recorded as a discount to the notes payable in the accompanying balance sheet and is being amortized as interest expense over the life of the notes payable.  The amount amortized as interest expense during the year ended December 31, 2013 amounted to $2,770, and the remaining discount amounted to $4,093 as of December 31, 2013 which will be amortized through October 2015.
 
Future scheduled maturities of these notes payable are as follows for the years ended December 31.
 
2013
  $ -  
2014
    112,500  
2015
    175,000  
2016
    62,500  
    $ 350,000  
Unamortized discount
  $ (4,093 )
Total
  $ 345,907  
 
NOTE 6 - STOCKHOLDER'S EQUITY
 
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
 
On April 30, 2012, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.
 
 
17

 
 
On September 7, 2012, the registrant redeemed an aggregate of 19,500,000 of the 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950.
 
On September 8, 2012, the Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock.
 
On October 5, 2012, the Company issued 400,000 shares of common stock to a debt holder as an inducement to provide the loan.
 
On October 8, 2012, the Company issued 300,000 shares of common stock to a debt holder as an inducement to provide the loan.
 
In September, 2013, 580,000 shares of common stock sold in public offering with a price of $0.03 per share to 58 subscribers for an aggregate of $17,400.
 
On December 9, 2013, the Company issued 10,000 shares of common stock to public to 1 subscriber with a price of $0.03 per share for an aggregate of $300.
 
As of December 31, 2013, the Company has 21,290,000 shares of common stock and no preferred stock was issued and outstanding.
 
NOTE 7 – SUBSEQUENT EVENTS

On January 2, 2014, the Company deposited an additional $1,000,000 to invest in the Comanche project. This $1,000,000 was borrowed from Orion I on December 31, 2013.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our interim principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and our principal financial and accounting officer concluded that our disclosure controls and procedures were not effective as of December 31, 2013.
 
 
18

 
 
The determination that our disclosure controls and procedures were not effective as of December 31, 2013 was a result of:
 
·
the fact that we do not have significant operations and as a result do not have an internal accounting and financial department; and
   
·
insufficient segregation of duties.
 
Internal Control Over Financial Reporting
 
Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that:
 
·
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets
   
·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
   
·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Changes in Internal Control Over Financial Reporting
 
The Company effected a change in control on September, 2012, resulting in the resignation of the then officers and directors. New officers and directors are now in charge of the Company's internal controls over financial reporting but have not made any changes during its fourth fiscal quarter that materially affect, or are reasonably likely to materially affect, its internal control over financial reporting.
 
Management's Report on Internal Control Over Financial Reporting
 
Under the direction of our principal executive officer and principal financial and accounting officer, management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013 based upon the control criteria established in a report entitled Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting was deemed to be not effective as of December 31, 2013.
 
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted non-accelerated filers from the auditor attestation requirement.
 
 
19

 

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The Directors and Officers of the Company are as follows:

Name
Position
Year Commenced
Age
       
Michael Mattox
President, Director
2012
55
Charlesl A. McSwain
Secretary and Treasurer, Director
2012
66

Charles A. McSwain serves as an officer and director of the Company. Mr. McSwain, CPA, CVA, received his Bachelor of Arts in Accounting from the University of Washington and his Masters of Taxation from Golden Gate University. In 1995, Mr. McSwain founded and is the director of McSwain & Company. He has more than 30 years experience in public accounting including expertise in a variety of industries to include consulting in all phases of taxation, accounting and business valuation. Since 1996, Mr. McSwain is the founder and a principal of Paymaster Payroll, a vendor to McSwain & Company. Mr. McSwain is the founder of McSwain Financial Services, LLC, which is an asset management firm.

Michael Mattox serves as an officer and director of the Company. Mr. Mattox, MBA, received his Bachelor of Arts in International Business from Evergreen State College and his Masters of Business Administration from City University. Mr. Mattox is the founding Principal of Access the USA (AUSA) and Washington Regional Center which offers foreign investment, creates jobs and provides opportunities for foreigners to obtain U.S. green cards. Mr. Mattox has brought innovative investments to the world market and attracted more than $200 million within the past year.  AUSA was awarded the 2012 Globe Award from the World Trade Center Tacoma for Service Provider of the Year.  Mr. Mattox studied Chinese at the Defense Language Institute and has been an Adjunct Professor of Marketing for St. Martins University at the Shanghai Maritime University in Shanghai, China.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

Corporate Governance

The Company does not have a nominating nor audit committee of the board of directors. The board of directors consists of two directors. At such time that the Company has a larger, board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee.

Conflicts of Interest

There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.

Code of Ethics

The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company intends to adopt a Code of Ethics to provide a manner of conduct.

 
20

 
 
ITEM 11. EXECUTIVE COMPENSATION

Remuneration of Officers: Summary Compensation Table

Name and
Principal Position
Year
 
Salary ($)
   
Bonus ($)
   
Option
Awards ($)
   
All Other
Compensation ($)
   
Total ($)
 
                                 
Michael Mattox
2012
    -       -       -       -       -  
President and Director
                                         
Charles McSwain
2012
    -       -       -       -       -  
Secretary, Treasurer and Director
                                         
 
As of December 31, 2013, there was no accrued compensation that was due to the Company’s employees or officers. Upon successful completion by the Company of other financing or funding) the Company may compensate officers and employees.

Each of the officers has received certain shares of common stock in the Company in connection with the change of control of the Company and/or the mergers. Accordingly, the Company has not recorded any compensation expense in respect to any shares issued to the officers as such shares do not represent compensation that was paid to any officer.

There are no current plans to pay or distribute any cash or non-cash bonus compensation to officers of the Company, until such time as the Company is profitable, experiences positive cash flow or obtains additional financing.  However, the Board of Directors may allocate salaries and benefits to the officers in its sole discretion. No officer is subject to a compensation plan or arrangement that results from his or her resignation, retirement, or any other termination of employment with the Company or from a change in control of the company or a change in his or her responsibilities following a change in control. The members of the Board of Directors may receive, if the Board so decides, a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting of the Board, although no such program has been adapted to date. The Company currently has no retirement, pension, or profit-sharing plan covering its officers and directors; however, the Company plans to implement certain such benefits after sufficient funds are realized or raised by the Company.

Employment Agreements

The Company enters into and maintains customary employment agreements with each of its officers and employees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

   
Number of Shares of
   
Percent of
 
Name/Position
 
Common Stock
   
Class (1)
 
                 
Michael Mattox
    9,750,000       45.79 %
President and Director
               
                 
Charles McSwain
    9,750,000       45.79 %
Secretary, Treasurer and
               
Director
               
                 
Total owned by officers and directors (2 persons)
    19,500,000       91.59 %
______________
(1) Based upon 21,290,000 shares outstanding.

 
21

 
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees incurred for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements amounted to $37,440 for the year ended December 31, 2013.

Tax Fees

The Company incurred $0 for tax related services.

All Other Fees

The Company incurred $0 for other fees by the principal accountant for the year ended December 31, 2013. The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on preapproval policies and procedures.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(a)(1) The following financial statements of Access Us Oil & Gas, Inc. are incorporated by reference in Part II:
 
Report of Independent Registered Accounting Firm
 
Balance Sheet
 
Statements of Operations
 
Statements of Changes In Stockholders' Deficit
 
Statements of Cash Flows
 
Notes to Financial Statements
 
(a)(2) Financial Statement Schedules
 
All schedules have been omitted because they are not applicable or the information is provided in the consolidated financial statements including the notes hereto.
 
 
22

 
 
(a)(3) Exhibits Required by Item 601 of Regulation S-K:
 
INDEX TO EXHIBITS

Exhibit Number
Description
   
31.1#
Certification of Chief Executive Officer
   
31.2#
Certification of Chief Financial Officer
   
32.1#
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Title 18, United States Code)
   
32.2#
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Title 18, United States Code)
   
101.INS**
XBRL Instance Document
   
101.SCH**
XBRL Taxonomy Extension Schema
   
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF**
XBRL Taxonomy Extension Definition Linkbase
   
101.LAB**
XBRL Taxonomy Extension Label Linkbase
   
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase

#
Filed herewith.
   
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise not subject to liability.

 
23

 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
ACCESS US OIL AND GAS, INC.
   
 
By: /s/ Michael Mattox
 
President
Dated: March 31, 2014
 
   
 
By: /s/ Charles McSwain
 
Principal financial officer
Dated: March 31, 2014
 

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

Signature
Title
Date
     
/s/ Michael Mattox
Director, President and Principal Executive Officer
March 31, 2014
Michael Mattox
   
     
/s/ Charles McSwain
Director and Principal Financial Officer
March 31, 2014
Charles McSwain
   
 

24