Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
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[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to __
Commission File No: 000-51465
United American Petroleum Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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20-1904354
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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9600 Great Hills Trail, Suite 150W, Austin, TX 78759
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (512) 852-7888
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Securities registered under Section 12(b) of the Act:
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Title of each class:
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Name of each exchange on which registered:
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None
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None
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Securities registered pursuant to section 12(g) of the Act:
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Common Stock, Par Value $.001
(Title of Class)
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Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o 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 o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The aggregate market value of the registrant's shares of common stock held by non-affiliates of the registrant on June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, based on $0.85 per share, the average bid and asked price of such common equity, is $18,700,000.
As of April 13, 2012, there were 44,000,000 shares of the issuer's $.001 par value common stock issued and outstanding.
Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.
EXPLANATORY NOTE
United American Petroleum Corp. (the “Registrant”) is filing this Amendment No. 3 on Form 10-K/A (“Amendment No. 3”) to revise disclosures identified below in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, which the Registrant previously filed with the Securities and Exchange Commission (“SEC”) on April 16, 2012 (the “Original Filing”), its Amendment No. 1 to the Original Filing, filed with the SEC on April 17, 2012 and its Amendment No. 2 to the Original Filing, filed with the SEC on October 19, 2012.
The purpose of this Amendment No. 3, is solely to file a corrected version of the reserve report attributable to certain leasehold and royalty interests known as the McKenzie Lease located in Peco County, Texas, as prepared by Nova Resource, Inc. (“Nova”), our independent reserve engineers (the “Report”), and Exhibit 23.1, consenting to the disclosure of the Report by Nova; and a corrected version of Mire & Associates, Inc.’s (“Mire’s”) report estimating reserves and developing cash flow reports for wells, in which the Registrant owns a Working Interest as of January 1, 2012 (the “Mire Report”), and Exhibit 23.3, consenting to the disclosure of the Mire Report by Mire.
No other changes have been made to the Original Filing as amended by Amendment No. 1 and 2 thereto (collectively the “Form 10-K”). This Amendment No. 3 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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 Form 10-K. Accordingly, this Amendment No. 3 should be read in conjunction with the Form 10-K and our other filings made with the SEC subsequent to the filing of the Form 10-K.
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PART IV
(a) Financial Statements.
Included in Item 8.
(b) Exhibits required by Item 601.
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Exhibit
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Description of Exhibit
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2.1
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Agreement and Plan of Exchange by and between Northern Future Energy Corp. and NFE Acquisition Corp., dated December 16, 2009 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
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2.2
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Asset Purchase Agreement by and between Enforce Global Solutions, LLC and the Company, dated as of December 29, 2009 (incorporated by reference to Exhibit 2.5 of the Company's Annual Report on Form 10-K, filed May 14, 2010).
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2.3
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Membership Interest Purchase Agreement by and between the Company and John Britchford-Steel, dated as of December 31, 2009 (incorporated by reference to Exhibit 2.6 of the Company's Annual Report on Form 10-K, filed May 14, 2010.
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2.4
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Agreement and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December 31, 2010. (1)
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2.5
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Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (1)
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3.1
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Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
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3.2
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Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed on April 15, 2005).
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3.3
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Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
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3.4
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Articles of Exchange, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
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3.5
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Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009.
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3.6
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Certificate of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K, as amended, filed January 21, 2011).
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3.7
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Articles of Merger between United PC Acquisition Corp. and United American Petroleum Corp.(1)
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3.8
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Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (1)
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4.1
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Form of Registration Rights Agreement. (1)
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4.2
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Form of Registration Rights Agreement. (3)
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10.1
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2008 Incentive Plan (incorporated by reference to Exhibit B of the Company’s definitive Information Statement on Schedule 14-C, filed January 2, 2008).
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10.2
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Form of Note and Warrant Purchase Agreement. (1)
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10.3
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Form of Senior Secured Convertible Promissory Note. (1)
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10.4
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Form of Warrant. (1)
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10.5
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Form of Security Agreement. (1)
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10.6
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Stock Cancellation Agreement by and among the Company and Christian Negri, dated as of December 31, 2010. (1)
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10.7
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Stock Vesting Agreement by and among the Company and Michael Carey, dated as of December 31, 2010. (1)
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10.8
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Stock Vesting Agreement by and among the Company and Ryan Hudson, dated as of December 31, 2010. (1)
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10.9
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Form of Lock-Up Agreement. (1)
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10.10
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Employment Agreement of Michael Carey. (1)
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10.11
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Employment Agreement of Ryan Hudson. (1)
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10.12
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Purchase Agreement by and between the Registrant and Patriot Minerals, LLC, dated January 28, 2011. (2)
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10.13
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Sale and Participation Agreements by and between the Registrant and Gabriel Rosser, LP, dated January 28, 2011. (2)
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10.14
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Form of Note and Warrant Purchase Agreement. (3)
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10.15
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Form of Convertible Promissory Note. (3)
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10.16
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Form of Warrant. (3)
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10.17
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Purchase and Sale Agreement by and between the Registrant and Alamo Energy Corp. dated October 28, 2011. (4)
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10.18
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Purchase and Sale Agreement by and between the Registrant and McKenzie Corp. dated November 30, 2011. (5)
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21
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List of Subsidiaries (6)
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23.1
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Consent of Nova Resources, Inc. (9)
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23.2
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Consent of Nova Resources, Inc. (8)
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23.3
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Consent of Mire and Associates, Inc. (9)
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31.1
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Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (9)
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32.1
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Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (8)
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99.1
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Certified SEC Reserves Report and Economic Evaluation of McKenzie State Lease located in Pecos County, Texas. (9)
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99.2
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Certified SEC Reserves Analysis and Valuation Study and Report of Lozano Lease located in Frio County, Texas. (8)
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99.3
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Reserves Report of Properties located in Erath, Gonzalez, Medina, Navarro, Shackleford and Wilbarger Counties, Texas. (9)
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101.INS
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XBRL Instance Document (7)
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101.SCH
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XBRL Taxonomy Schema (7)
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101.CAL
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XBRL Taxonomy Calculation Linkbase (7)
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101.DEF
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XBRL Taxonomy Definition Linkbase (7)
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101.LAB
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XBRL Taxonomy Label Linkbase (7)
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101.PRE
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XBRL Taxonomy Presentation Linkbase (7)
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(1) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on February 3, 2011.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on October 18, 2011.
(4) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on November 8, 2011.
(5) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 5, 2011.
(6) Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on April 16, 2012.
(7) Incorporated by reference to the Registrant’s Amendment No. 1 to the Annual Report on Form 10-K/A filed on April 17, 2012.
(8) Incorporated by reference to the Registrant’s Amendment No. 2 to the Annual Report on Form 10-K/A filed on October 12, 2012.
(9) Filed 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.
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United American Petroleum Corp.
a Nevada corporation
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April 25, 2013
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By:
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/s/ Michael Carey
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Michael Carey
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Its:
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Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director
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(Principal Executive, Financial and Accounting Officer)
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In accordance with 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.
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By:
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/s/ Michael Carey
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April 25, 2013
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Michael Carey
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Its:
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Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director
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By:
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/s/ Ryan Hudson
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April 25, 2013
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Ryan Hudson
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Its:
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Chief Operating Officer, Secretary and a director
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