North American Oil & Gas Corp. - FORM 10-K/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - North American Oil & Gas Corp.	Financial_Report.xls
EX-32.1 - CERTIFICATION - North American Oil & Gas Corp.	namg_ex321.htm
EX-21.1 - LIST OF THE REGISTRANT'S SUBSIDIARIES - North American Oil & Gas Corp.	namg_ex211.htm
EX-31.1 - CERTIFICATION - North American Oil & Gas Corp.	namg_ex311.htm
EX-31.2 - CERTIFICATION - North American Oil & Gas Corp.	namg_ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

FORM 10-K

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

o	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: 333-172896

North American Oil & Gas Corp.

(Exact name of registrant as specified in its charter)

Nevada		98-087028
(State or other jurisdiction of incorporation or organization)		IRS Employer (Identification No.)

56 E. Main St. Suite 202
Ventura, CA		93001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (805) 643-0385

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

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

Common Stock, $.001 par value

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by checkmark whether the registrant has (1) 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. Yes x No o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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. o

Indicate by checkmark 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

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 second fiscal quarter: $31,025 based on a price of $.001 per share, being the price per share of the last private placement of our company at June 30, 2013.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No oN/A

There were 61,114, 802 shares of the registrant’s common stock outstanding as of March 19, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

North American Oil & Gas Corp. (the “Registrant”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”). The sole purpose of this Amendment No. 1 is to revise the 10-K annual filing to conform with certain changes that are necessary to corresponding information that appears in our S-1/A Registration Statement, as filed with the Securities and Exchange Commission on August 8, 2014 Registration No. 333-195130.

Except to correct Items 1 – Business, 2 – Properties, 8 – Financial Statements and Supplementary Data, Item 10 – Identification of Directors and Executive Officers, Item 11 – Executive Compensation, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13 – Particular Certain Relationships and Related Transactions and Director Independence, and a recast Consolidated Statement of Changes in Shareholders’ Equity, and 2013 Financial Note 9, and Subsequent Events of the Form 10-K as described above, no other items or disclosures in the Form 10-K have been amended, and all other information included in the Form 10-K remains unchanged. This Amendment does not reflect events occurring after the filing of the Form 10-K or modify, amend or update any items or disclosures therein in any way other than as required to reflect the changes identified above.

EXPLANATORY PARAGRAPH

After the initial filing of an S-1 Registration filing, filing date of April 8, 2014, certain material errors relating to the Consolidated Statements of Changes in Shareholders’ Equity for the year ended December 31, 2013, and the period from June 20, 2011 (Inception) to December 31, 2013 came to surface and were not as clear as they should have been to our shareholders. The comments regarding this material error stated that historical equity of the accounting acquirer should have been recast to reflect this issuance in a manner similar to a stock split, based on the membership interests since formation, and the shares outstanding immediately prior to the transaction were recast to appear separately in 2012, along with the value of net assets or net liabilities acquired, from the standpoint of Lani, LLC. Given that (NAMG’s) current presentation implies 30,025,000 shares were outstanding prior to the merger, we have recast the equity table to reconcile figures to the 3,795,000 shares that were outstanding as of August 31, 2012, as shown in the Company’s interim report just prior to the transaction.

PART I

Forward Looking Statements.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (“1934 Act”) as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar or comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·	business strategy;

·	estimated quantities of oil and natural gas reserves;

·	technology;

·	financial strategy;

·	oil and natural gas realized prices;

·	timing and amount of future production of oil and natural gas;

·	the amount, nature and timing of capital expenditures;

·	drilling of wells;

·	competition and government regulations;

·	marketing of oil and natural gas;

·	exploitation or property acquisitions;

·	costs of exploiting and developing our properties and conducting other operations;

·	general economic and business conditions;

·	cash flow and anticipated liquidity;

·	uncertainty regarding our future operating results; and

·	plans, objectives, expectations and intentions contained in this annual report that are not historical.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this annual report, the terms "we," "us," "our," “Company,” and “NAMOG” mean North American Oil & Gas Corp., unless the context clearly requires otherwise.

Item 1. Business.

BUSINESS

Overview of Business

NAMG is an exploration and development stage oil and gas company. The Company through its subsidiary Lani, LLC was formed on June 20, 2011 to purchase, operate, explore and develop oil and gas properties. NAMG acquired oil and gas leases and began development of a plan for oil and gas exploration and producing operations. The Company is actively engaged in leasing properties focused in the San Joaquin Basin in California, and pursuing crude oil and natural gas opportunities, with existing foundation assets targeting exploration and exploitation of oil and gas projects located near infrastructure and existing discoveries.

NAMG owns lease interests in over 174 individual leases covering its three prospects. On the Tejon Ranch Main lease the Company holds 4,300 gross acres and 426 net acres; on the Tejon Ranch Extension lease the Company holds 472 gross acres and 346 net acres; and on the White Wolf leases the Company holds 4,645 gross acres and 2,286 net acres. The majority of these leaseholds are held for primary terms of five years. The current leaseholds are set to expire over various periods from now until February 26, 2018 if no additional lease terms are negotiated or extended.

Per seismic evaluation, these leases hold at least fourteen potentially identified drill sites for future exploration. Provided adequate funding through capital raising and farm-outs; the Company’s current plan involves permitting four wells, three in the Tejon Main lease area, and one in the Tejon Extension area, with exploration of at least one well in 2014.

We have no developed proven reserves or production, and have not realized any revenues from our operations. We maintain our principal administrative offices in Ventura, California. The Company is focused on exploration activities in the San Joaquin Basin in California.

The Company plans to continue using a combination of capital raisings and farm-in opportunities to develop NAMG’s leased acreage. The leaseholds are not held by drilling, and all required lease payments are made in order to retain properties for development of exploration and drilling.

History and Corporate Structure

NAMG was incorporated as Calendar Dragon, Inc. on April 8, 2010 in the State of Nevada. From inception until the completion of the reverse acquisition on November 20, 2012, the Company was in the development stage of creating a new calendaring software application. On October 11, 2012, the Company filed an amendment to its Articles of Incorporation changing its name to North American Oil & Gas Corp. During that time, we had no revenue and our operations were limited to capital formation, organization, and development of our business plan and target customer market. As a result of the merger we ceased prior operations and are now engaged in an exploration stage oil and gas enterprise focused on the acquisition, stimulation, rehabilitation and asset improvement of leased acreage in California.

NAMG has no developed reserves or production, and has not realized any revenues from operations. The Company’s executive (or corporate) offices are located at 56 E. Main Street, Suite 202, Ventura, CA 93001. Our telephone number is (805) 643-0385, and our facsimile number is (805) 643-0210.

Recent Developments

The Company licensed seismic data over 3,429 gross acres (2,946 net acres) on our Tejon Extension and Tejon Main prospect in February 2013. Consulting geologists completed an exhaustive analysis on this 3D survey in September 2013. We have finished the mapping and volumetric analysis of the 14 prospects previously identified. We have further refined the extent of, and reduced the associated technical risk, of these prospects. This work will allow the Company to prioritize its prospect inventory in terms of geologic risk, resource potential, drilling difficulty and permitting issues.

The prospects include 5 target horizons; the Eocene, Vedder, JV, Olcese, Reserve and Transition Zone. The 3D interpretation shows traps that were untested in the previous drilling campaign because we did not have this data to drive the Company’s development programs.

This seismic evaluation also indicated new target zones to test in our shut-in Well 77-20. NAMG has tentatively budgeted to reopen the Well 77-20 in 2014 for further testing at a cost of NAMG’s 75% working interest share at $100,000. This testing, however, is predicated on the Company’s ability to raise sufficient capital to proceed.

Based on the finding in the 3D evaluation, the Company has budgeted to drill a well on the Tejon Main prospect in late-2014 subject to the Company’s ability to raise sufficient capital to fund the project. The Company has started the permitting process of two wells.

On August 1, 2013 NAMG and Avere entered into a Purchase and Sale Agreement with Solimar to purchase an additional interest in the Tejon Main leaseholds. This Agreement resulted in NAMG increasing our working interest to 40% in the Tejon Main Lease, as well as operatorship on the deep depths. Avere, through this acquisition now holds a 50% working interest, with Solimar holding a 10% working interest.

During the period ending December 31, 2013 the Company oversaw an aggressive acquisition program in the White Wolf prospect. Within the first six months of this fiscal period, the Company acquired additional leases in this prospect totaling approximately 1,156 gross, and 1,054 net acres in this prospect.

Principal Products and Services

Oil & Gas

Since August 2005, oil prices have exceeded $31 per barrel. Per Market Watch News as of March 19, 2014 the closing price for a barrel of oil was $100.39. At these prices, secondary recovery, or the recovery accomplished by injecting gas or water into a reservoir to replace produced fluids, and thus maintain or increase the reservoir pressure, is more financially viable. The Company has seasoned operational expertise to economically explore the potential of its three prospects, and fourteen potential drilling locations.

California is currently in a moderate to severe drought. Exploration in the San Joaquin Basin has seen restrictions on use of water for any industrial use. Additionally new legislation regarding reporting to California’s Department of Conservation Division of Oil, Gas & Geothermal Resources (“DOGGR”) for tracking fracking operations, etc. has required the Company to revisit the economical viability of its oil exploration in California. Although the Company has determined that exploration may be more expensive, and the recordkeeping more costly and time consuming, we still believe that oil production in California will be a profitable endeavor.

The California Energy Commission issued a report on Natural Gas Market Assessments in 2003 indicating that natural gas is projected to have a wellhead price of $3.89 in 2013. Although this price was high, as wellhead prices for 2013 came in at $3.35, the future continues to hold a narrowly positive trend. The largest consideration for NAMG in developing natural gas prospects is to determine whether natural gas development is a commercially viable option. The following are among our considerations:

●	natural gas wellhead and market prices are steady;

●	short-term natural gas market prices are highly volatile, much more so than in the past; and

●	longer-term market prices and conditions may remain volatile.

NAMG ‘s strategy is contingent upon the Company’s ability to obtain sufficient capital to fund the high initial costs of testing, analyzing, acquiring capital equipment and lease acquisition.

Raw material sources and availability

NAMG is an oil and gas development stage company. The top five suppliers providing tangible materials to our drilling operations include:

Geo Drill Services

Halliburton

American Pipe & Tubing

Baker Hughes Oilfield Operations, Inc.

Cameron

Development

Beginning in June 2011, NAMG has focused on California projects, in proven, prolific hydrocarbon provinces. NAMG specifically is focused on three projects within the San Joaquin Basin; Tejon Ranch Extension, Tejon Main, and White Wolf. Within these three projects, NAMG has built up leasehold acreage. From June 2011 through December 2013 the Company went from approximately 3,209 net acres of leasehold property to over 5,198 net acres of leasehold properties. The cost incurred for this additional 1,989 leasehold acreage acquisition has been approximately $292,186, and approximately $27,500 for previous acreage. The exploration drilling and testing of the 77-20 well totaled $1,452,294, with $1,300,000 covered at 100% cap by Avere agreed to in the Farm-In, with the remainder allocated per the working interest percentages.

The purchase of seismic data in February 2013 allowed the Company to thoroughly analyze its Tejon Main and Tejon Extension assets for exploration and development. In a July 2013 investor presentation made available to the public, the Company identified fourteen low risk and high risk prospects targeting light oil with 24/81 mmboe of gross resource potential and acreage play. The primary objectives are in the Eocene, Olcese and JV sands, near shore and submarine channel. The Company has plans to permit and explore up to four identified well locations, pending sufficient funding for development.

On August 1, 2013 NAMG acquired additional interest percentage in the Tejon Main lease from Solimar, for a purchase price of $125,000. This purchase secured additional interest, bringing the Company‘s working interest percent to 40%, as well as operatorship over both the shallow and deep well depth locations.

NAMG is in the exploratory stage of oil and gas projects and has no current production. Our infrastructures and geographical locations are based near other oil and gas discoveries within California, and, throughout California, there are over twenty proven end user markets (refineries). NAMG will geographically rely on approximately four oil and gas refineries. The refineries are competitive with market prices; NAMG ‘s future consideration for an oil and gas customer will be based on transportation costs, facility costs, and pipeline costs.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

Royalty agreements relating to oil and gas production are fairly standardized in the industry. However, the percentage and amount of royalties paid by producers vary from lease to lease.

Employees

As of March 24, 2014 NAMG employed 2 full time employees.

We also contract for the services of independent consultants involved in land, regulatory, geological, accounting, financial and other disciplines as needed. None of our employees are represented by labor unions or covered by any collective bargaining agreement. We believe that our relations with our employees are good.

Competitive Business Conditions

Our oil and gas exploration activities in California were undertaken in a highly competitive and speculative business environment. In seeking other suitable oil and gas properties for acquisition, we will be competing with a number of other companies located in California and elsewhere, including large oil and gas companies and other independent operators, most with greater financial resources. Although, our management generally does not foresee difficulties in procuring logging of wells, cementing and well treatment services in the area of new operations; several factors, including increased competition in the area, may limit the availability of logging equipment, cementing and well treatment services. If such an event occurs, it will have a significant adverse impact on the profitability of new operations.

The prices of our products are controlled by the world oil market; thus, competitive pricing behavior in this regard is considered unlikely; however, competition in the oil and gas exploration industry exists in the form of competition to acquire the most promising acreage blocks and obtaining the most favorable prices for completion of wells and drilling costs.

Governmental Approval and Regulation

The production and sale of oil and gas are subject to regulation by federal, state and local authorities. None of the products that we expect to offer require governmental approval, although permits are required for the drilling of oil and gas wells. Additionally, testing of well integrity is required on a routine basis. When and if we begin to sell natural gas we will be affected by intrastate and interstate gas transportation regulation. Beginning in 1985, the Federal Energy Regulatory Commission (“FERC”), which sets the rates and charges for the transportation and sale of natural gas, adopted regulatory changes that have significantly altered the transportation and marketing of natural gas. The stated purpose of FERC’s changes is to promote competition among the various sectors of the natural gas industry. In 1995, FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. These regulations may tend to increase the cost of transporting oil and natural gas by pipeline. Every five years, FERC will examine the relationship between the changes in the applicable index and the actual cost changes experienced by the industry. We are not able to predict with certainty what effect, if any, these regulations will have on us.

The state and regulatory burden on the oil and natural gas industry generally increases the cost of doing business and affects profitability. While we believe we are presently in compliance with all applicable federal, state and local laws, rules and regulations, continued compliance (or failure to comply) and future legislation might have an adverse impact on our present and contemplated business operations.

In September 2013, California Senate Bill 4, was enacted into law. Senate Bill 4 will require oil and gas companies to apply for a permit to conduct fracking, publicly disclose the fracking chemicals they use, notify neighbors before drilling, and monitor ground water and air quality, among other requirements. DOGGR issued proposed regulations related to Senate Bill 4 in November and is in the processing of finalizing these regulations.

Because such federal and state regulation are amended or reinterpreted frequently, we are unable to predict with certainty the future cost or impact of complying with these laws. Additionally various counties and other local governments are reviewing the possibility of enacting other rules and regulations regarding fracking. The consequence of any possible local rules and regulations is unknown at this time.

Environmental Compliance

We are subject to various federal, state and local laws and regulations governing the protection of the environment, such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), and the Federal Water Pollution Control Act of 1972, as amended (the “Clean Water Act”), which affect our operations and costs. In particular, our exploration, development and production operations, our activities in connection with storage and transportation of oil and other hydrocarbons and our use of facilities for treating, similar state legislation. These laws and regulations:

●	Restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities;

●	Limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and

●	Impose substantial liabilities for pollution resulting from our operations.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines and penalties or the imposition of injunctive relief. Changes in environmental laws and regulations occur regularly, and any changes that result in more stringent and costly waste handling, storage, transport, disposal or cleanup requirements could materially adversely affect our operations and financial position, as well as those in the oil and natural gas industry in general. While we believe that we are in substantial compliance with current applicable environmental laws and regulations and that continued compliance with existing requirements would not have a material adverse impact on us, there is no assurance that this trend will continue in the future.

As with the industry generally, compliance with existing regulations increases our overall cost of business. The areas affected include:

●	unit production expenses primarily related to the control and limitation of air emissions and the disposal of produced water;

●	capital costs to drill exploration and development wells primarily related to the management and disposal of drilling fluids;

●	other oil and natural gas exploration wastes; and

●	capital costs to construct, maintain and upgrade equipment and facilities.

CERCLA, also known as “Superfund,” imposes liability for response costs and damages to natural resources, without regard to fault or the legality of the original act, on some classes of persons that contributed to the release of a “hazardous substance” into the environment. These persons include the “owner” or “operator” of a disposal site and entities that disposed or arranged for the disposal of the hazardous substances found at the site. CERCLA also authorizes the Environmental Protection Agency (“EPA”) and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of our ordinary operations, we may generate waste that may fall within CERCLA’s definition of a “hazardous substance.” We may be jointly and severally liable under CERCLA or comparable state statutes for all or part of the costs required cleaning up sites at which these wastes have been disposed.

The Company has leased properties that for many years have been used for the exploration and production of oil and natural gas. Although we and our predecessors have used operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been disposed or released on, under or from the properties owned or leased by us or on, under or from other locations where these wastes have been taken for disposal. In addition, many of these properties have been operated by third parties whose actions with respect to the treatment and disposal or release of hydrocarbons or other wastes were not under our control. These properties and wastes disposed on these properties may be subject to CERCLA and analogous state laws. Under these laws, we could be required:

●	to remove or remediate previously disposed wastes, including wastes disposed or released by prior owners or operators;

●	to clean up contaminated property, including contaminated groundwater; or to perform remedial operations to prevent future contamination; and

●	to clean up contaminated property, including contaminated groundwater; or to perform remedial operations to prevent future contamination.

At this time, we do not believe that we are associated with any Superfund site and we have not been notified of any claim, liability or damages under CERCLA.

The Resource Conservation and Recovery Act (“RCRA”) is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements and liability for failure to meet such requirements on a person who is either a “generator” or “transporter” of hazardous waste or an “owner” or “operator” of a hazardous waste treatment, storage or disposal facility. At present, RCRA includes a statutory exemption that allows most oil and natural gas exploration and production waste to be classified as nonhazardous waste. A similar exemption is contained in many of the state counterparts to RCRA. As a result, we are not required to comply with a substantial portion of RCRA’s requirements because our operations generate minimal quantities of hazardous wastes. At various times in the past, proposals have been made to amend RCRA to rescind the exemption that excludes oil and natural gas exploration and production wastes from regulation as hazardous waste. Repeal or modification of the exemption by administrative, legislative or judicial process, or modification of similar exemptions in applicable state statutes, would increase the volume of hazardous waste we are required to manage and dispose of and would cause us to incur increased operating expenses.

The Clean Water Act imposes restrictions and controls on the discharge of produced waters and other wastes into navigable waters. Permits must be obtained to discharge pollutants into state and federal waters and to conduct construction activities in waters and wetlands. The Clean Water Act requires us to construct a fresh water containment barrier between the surface of each drilling site and the underlying water table. This involves the insertion of a seven-inch diameter steel casing into each well, with cement on the outside of the casing. The cost of compliance with this environmental regulation is approximately $10,000 per well. Certain state regulations and the general permits issued under the Federal National Pollutant Discharge Elimination System program prohibit the discharge of produced waters and sand, drilling fluids, drill cuttings and certain other substances related to the oil and natural gas industry into certain coastal and offshore waters. Further, the EPA has adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain permits for storm water discharges. Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans.

The Clean Water Act and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges for oil and other pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. We believe that our operations comply in all material respects with the requirements of the Clean Water Act and state statutes enacted to control water pollution.

Our operations are also subject to laws and regulations requiring removal and cleanup of environmental damages under certain circumstances. Laws and regulations protecting the environment have generally become more stringent in recent years, and may in certain circumstances impose “strict liability,” rendering a corporation liable for environmental damages without regard to negligence or fault on the part of such corporation. Such laws and regulations may expose us to liability for the conduct of operations or conditions caused by others, or for acts, which may have been in compliance with all applicable laws at the time, such acts were performed. The modification of existing laws or regulations or the adoption of new laws or regulations relating to environmental matters could have a material adverse effect on our operations.

In addition, our proposed operations could result in liability for fires, blowouts, oil spills, discharge of hazardous materials into surface and subsurface aquifers and other environmental damage, any one of which could result in personal injury, loss of life, property damage or destruction or suspension of operations. We have an Emergency Action and Environmental Response Policy Program in place. This program details the appropriate response to any emergency that management believes to be possible in our area of operations. We believe we are presently in compliance with all applicable federal and state environmental laws, rules and regulations; however, continued compliance (or failure to comply) and future legislation may have an adverse impact on our present and contemplated business operations.

The foregoing is only a brief summary of some of the existing environmental laws, rules and regulations to which our business operations are subject, and there are many others, the effects of which could have an adverse impact on our business. Future legislation in this area will no doubt be enacted and revisions will be made in current laws. No assurance can be given as to what affect these present and future laws, rules and regulations will have on our current future operations.

Insurance

Our oil and gas operations are subject to all the risks inherent in the exploration for, and development and production of, oil and gas including blowouts, fires and other casualties. While the Company has planned for these contingencies and has purchased insurance to address potential liabilities associated with the exploration, drilling, testing and development of our exploration wells there can be no guarantee that all potential liabilities will be covered by insurance or that the insurance coverage will be adequate.

Website and available information

We make available copies of our Annual Report, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, amendments to those, and other reports filed with the Securities and Exchange Commission (SEC) under “Investors” on our website, www.namoag.com, as soon as reasonably practical after they are filed. Our website’s content is not intended to be incorporated by reference into this report or any other report we file with the SEC. You may request a paper copy of materials we file with the SEC by calling us at (805) 643-0385 or sending a request by mail to our corporate secretary at our principal office at 56. E. Main Street, Suite 202, Ventura, CA 93001. You may read and copy materials we file with the SEC on the SEC’s website at www.sec.gov, or the SEC’s Public Reference Room at 100 F. Street, N.E., Washington DC 20549.

Item 1A. Risk Factors.

NAMOG is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

Item 1B. Unresolved Staff Comments.

NAMOG is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

Item 2. Properties.

The Company’s headquarters are located 56 E. Main Street, Suite 202, Ventura, CA 93001. Our telephone number is (805) 643-0385. Management believes that our current leased property will be sufficient for its current and immediately foreseeable administrative needs.

The Company has secured oil and gas leases, which is an essential part of the Company’s operation. We are an oil and gas exploration and production company that uses the history of old fields, geophysical exploration and development techniques to identify oil and gas wells that are now considered to be economically feasible based on the current and predicted future price of oil and gas. We currently have over 174 leaseholds, covering approximately 8,243 gross, and 5, 044 net acres of leasehold properties in the San Joaquin Basin Province in Kern County, California. These leasehold properties are held in one to five-year primary lease terms, some extending through March 2017. The Company holds varying working interest percentages in these leases from 25% to 75%.

The properties are listed as follows:

Tejon Ranch Main lease – 2,874 gross, 2,600 net leased acres

Tejon Ranch Extension lease – 546 gross, 346 net leased acres

White Wolf leases –4,823 gross, 2,098 net leased acres

T he Company does not have an in-house land and lease department, and utilizes the services of an outside oil and gas land acquisition company (“Land Company”) to acquire its leaseholds. The Land Company will secure the lease and hold title of the Assignment of Oil, Gas & Mineral Leases in the Land Company’s name. Once the Land Company has acquired sufficient properties (such as a designated number of net acres within a lease prospect), determined by NAMOG management, management will request that the Land Company assign title to the Company.

NAMOG will obtain title opinions on properties, or specific leases, when there is valid consideration of drilling within the prospect, or drill site. It will also obtain specific title opinions when it is requested as part of a joint venture partnership.

Oil and Gas Reserve Analyses

The leases acquired by the Company had not been developed in a way that allowed our petroleum engineers to assign estimated net proved oil and gas reserves and the present value of estimated cash flows from those reserves. As a result, the Company has no proved reserves on the leases owned.

Item 3. Legal Proceedings.

As of March 24, 2014, we were not a party to any legal proceedings that could have a material adverse effect on the Company’s business, financial condition or operating results. Further, to the Company’s knowledge no such proceedings have been threatened against the Company.

Item 4. Mine Safety Disclosures.

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issue Purchases of Equity Securities.

Market Information

Our common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “NAMG.” Prior to December 27, 2012, our common stock was quoted under symbol “CLDD.”

The table below sets forth the high and low closing prices of the Company’s Common Stock during the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not reflect actual transactions. As noted previously in this Form 10-K, the merger transaction between North American Oil & Gas Corp., a Nevada corporation, and Lani Acquisition, LLC, a limited liability company and a wholly-owned subsidiary of the Company, and Lani, LLC, a California limited liability company, closed on November 16, 2012 and the terms of the merger transaction were first announced on or about November 20, 2012. Therefore, the prices below also include prices solely with respect to Calendar Dragon before the merger transaction.

2013

2012

2011

Price Range

High

Low

High

Low

High

Low

First Quarter

0.80

0.70

n/a

Second Quarter

1.14

0.60

n/a

Third Quarter

1.67

0.65

n/a

Fourth Quarter

1.30

0.30

1.14

0.25

n/a

The closing sales price of the Company’s common stock as reported on March 24, 2014, was $0.16 per share.

Holders

As of the date of this report there were approximately 15 holders of record of Company common stock. This does not include an indeterminate number of persons who hold our Common Stock in brokerage accounts and otherwise in “street name.”

Dividends

Holders of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors. The Company did not declare or pay dividends during its fiscal year ended December 31, 2013.

To the extent NAMOG has any earnings, it will likely retain earnings to expand corporate operations and not use such earnings to pay dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company’s 2012 Stock Option Plan (“Plan”) has an aggregate of 2,000,000 shares of the Company’s common stock and is initially reserved for issuance upon exercise of nonqualified and/or incentive stock options, which may be granted under the Plan.

EQUITY COMPENSATION PLAN INFORMATION

Plancategory	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		1,046,618	$	0.80		953,382
Equity compensation plans not approved by security holders		-		-		-
Total		1,046,618	$	0.80		953,382

Other Compensation Arrangements

NAMOG has not secured any other compensation arrangements as of December 31, 2013.

Recent Sales of Unregistered Securities

On August 14, 2013 North American Oil & Gas (“NAMG”) entered into a Stock Purchase Agreement with Springhouse Investments Corp, a Canadian Corporation (“Investor”).

NAMG agreed to sell and issue to the Investor Two Hundred Eighty-One Thousand, Two Hundred Fifty (281,250) shares of the Common Stock (“Shares”), based on a per share price equal $.80. The issuances of these Shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

On October 16, 2013, the Company finalized a Stock Purchase Agreement (the “Agreement”) with Oel und Erdgazforshung (“OUE”), relating to the sale and issuance of 246,914 Shares, for a purchase price of $200,000, and warrants (“Warrants”) to purchase an aggregate of 96,618 Shares at an exercise price of $1.04 per share.

The Warrants are exercisable immediately and expire October 10, 2016. The Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of Shares purchased upon such exercise. The exercise price and the number of Shares purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these Shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

Effective December 1, 2013, the Company entered into a letter Agreement with OUE, relating to the sale and issuance of Shares and Warrants.

The Agreement stipulates that OUE will purchase Shares in up to five (5), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals (the “Offering”). The quantity of Shares issued, per tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock. With each tranche, 100,000 warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.

On December 6, 2013, the Company executed the second tranche of the Agreement OUE, relating to the sale and issuance of 261,438 Shares, for a purchase price of $200,000, and Warrants to purchase an aggregate of 100,000 Shares, at an exercise price of $0.98 per warrant.

The Warrants are exercisable immediately and expire December 6, 2016. The Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of Shares purchased upon such exercise. The exercise price and the number of Shares purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

Item 6. Selected Financial Data.

NAMOG is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

The following discussion is intended to facilitate an understanding of our business and results of operations and includes forward-looking statements that reflect our plans, estimates and beliefs. It should be read in conjunction with our audited consolidated financial statements and the accompanying notes to the consolidated financial statements included herein. Our actual results could differ materially from those discussed in any forward-looking statements contained herein.

The Company is a development stage enterprise, has never earned a profit, and has incurred an accumulated deficit of $1,927,694 as of December 31, 2013. The Company raised $1,125,000 in the sale of common stock, which gives the Company a negative ($48,191) net equity position. The Company has used these funds to purchase or obtain leaseholds on its three oil and gas lease prospects, drill a well, purchase seismic data and provide for general and administrative expenses. As of December 31, 2013, NAMOG had completed the drilling and testing of seven zones in Well 77-20, located on the Tejon Extension lease. The well was suspended in February 2013.

The Company licensed seismic data over a 3,429 gross acres (2,946 net acres) over our Tejon Extension and Tejon Main prospect and consulting geologists completed an exhaustive analysis on this 3D survey in September 2013. We have finished the mapping and volumetric analysis of the 14 prospects previously identified. We have further refined the extent of, and reducing the associated technical risk, of these prospects. This work will allow the Company to prioritize its prospect inventory in terms of geologic risk, resource potential, drilling difficulty and permitting issues.

The prospects include 5 target horizons: the Eocene, Vedder, JV, Olcese, Reserve and Transition Zone. The 3D interpretation shows traps that were untested in the previous drilling campaign because we did not have this data to drive the Company’s development programs.

This seismic evaluation also indicated new targeted zones to test in our shut-in Well 77-20. NAMOG has budgeted to reopen the Well 77-20 late in the fourth quarter 2014 for further testing at a budgeted cost of NAMOG ‘s share of $100,000. This testing, however, is predicated on the Company’s ability to raise sufficient capital to proceed.

Based on the finding in the 3D evaluation, the Company has budgeted to drill a well on the Tejon Main prospect, in late-2014 subject to the Company’s ability to raise sufficient capital to fund the project. The Company has started the permitting process of two wells.

The Company oversaw an aggressive acquisition program in the White Wolf prospect. Within the first six months of this program, the Company acquired additional leases in this prospect totaling approximately 1,156 gross (1,054 net) acres in this prospect.

NAMOG has sufficient funds, due largely to sales of the Company’s common stock for $1,000,000 to continue general and administrative operations through December 31, 2014. Capital raising through investors and/or farm-out agreements will be required to move forward on capital projects.

Plans for our fiscal year 2014 include the following:

Subject to obtaining additional financing, the following drilling and testing may be pursued. The projects with our working interest (“WI”) share (based on our WI as listed) of the estimated costs are listed below:

Estimated cost based on expected participating working interest.

Project	Current WI%			No. Wells		Procedure	Est. Cost

Tejon Main		40	%		1	1New Drill	$	2.5MM
Tejon Extension		75	%		1	1New Drill	$	1.0MM

Results of Operations

Year Ended December 31, 2013 Compared With Year Ended December 31, 2012

Revenues from Operations - Revenues for the year ended December 31, 2013 and December 31, 2012 were $0 and $0 respectively.

Expenses from Continuing Operations - The Company incurred operating expenses of $1,518,179 for the fiscal year ended December 31, 2013; an increase of $1,049,481 compared to $468,698 for the period ending December 31, 2012. The largest expenditures operationally were increased general and administrative costs over the previous year of $709,900, increased costs for exploration and leasehold expenses of $314,832, and an increase of management and consulting costs over the previous year of $17,706. Operating costs for the fiscal year ending December 31, 2013 were specifically: operational general and administrative costs of $931,607, (including $276,269 in stock option expenses under employee compensation, $457,501 in exploration and leasehold expenditures (including $368,955for seismic data), management and consulting fees of $119,480, and depreciation and amortization expenses of $9,590).

Other Income/Loss – For the fiscal year ended December 31, 2013, the Company has $7,310 in other expenses, substantially all of which is related to Franchise Tax Board costs. For the fiscal year ended December 31, 2012, the Company had $800 in other expenses.

Net Loss - For the fiscal year ended December 31, 2013, the Company incurred a net loss of $1,525,488 compared to a net loss of $345,855 for the fiscal year ended December 31, 2012, a loss increase over the previous year of $1,179,633. The major reasons for the Company having a higher net loss during the fiscal year ended December 31, 2013 can be attributed to the higher expenses from overall operations ($1,518,179).

Liquidity - At December 31, 2013, the Company had a cash balance of $49,563. As of December 31, 2012, the Company had a cash balance of $1,515,995, which included restricted cash of $937,067. Property and equipment net was $5,876 as of December 31, 2013 compared to $4,686 as of December 31, 2012. The increase in property and equipment is the direct result of the Company investing in computers and peripherals.

Historically the Company has lacked liquidity, a result of insufficient financing alternatives available to the Company and the lack of production to produce significant revenues.

Based on current expectations, the Company will need to find additional sources of financing to meet our general corporate needs beyond 2014 as well as any large capital requirements necessary for additional oil and gas exploration.

Cash Requirements

The cash requirements of the Company may have a material impact on our liquidity. The reasons for this are:

·	the Company has only secured sufficient funds to maintain its current operations through December 31, 2014;

·	there is an uncertainty as to whether the Company can maintain operations beyond the fourth quarter of 2014 without securing additional capital through cash raisings, or investor project participation; and

·	there is no certainty that the Company can achieve profitable levels in the oil and gas exploration field, or that it will be able to raise additional capital through any means.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

NAMOG is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

Item 8. Financial Statements and Supplementary Data.

NORTH AMERICAN OIL & GAS CORP.

FINANCIAL STATEMENTS - TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm		F-1

Audited Financial Statements:
Consolidated Balance Sheets for the year ended December 31, 2013 and 2012		F-3
Consolidated Statements of Operations for the year ended December 31, 2013 and 2012		F-4
Consolidated Statements of Changes In Stockholders’ Deficit for the year ended December 31, 2013 and the period from June 20, 2011 (Inception) to December 31, 2013		F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2013 and the period from June 20, 2011 (Inception) to December 31, 2013		F-6
Notes to Financial Statements		F-7

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

The following disclosure is with respect to not only the Company, but also with respect to the Company’s subsidiary entity.

Eide Bailly

The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms on June 10, 2013.

The reports of Eide Bailly on the Company’s financial statements as of and for the years ended December 31, 2012 and 2011 and for the period from June 20, 2011 (date of inception) to December 31, 2012, and through March 31, 2013 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

During the year ended December 31, 2012 and for the period from June 20 , 2011 (date of inception) to December 31, 2012, and through March 31, 2103, there have been no disagreements with Eide Bailly on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Eide Bailly would have caused them to make reference thereto in connection with their report on the financial statements for such years.

Malone Bailey, LLP

On July 25, 2013, the Board of Directors of the Company resolved to engage the independent public accounting firm of MaloneBailey, LLP (“MaloneBailey”), the Company’s new independent registered public accountants, which appointment was accepted.

During the two most recent fiscal years and the interim period preceding the engagement of MaloneBailey, the Company has not consulted with MaloneBailey regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by MaloneBailey or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(l)(v), of Regulation S-K. The Company did not have and disagreements with Eide Bailly and therefore did not discuss and past disagreements with MaloneBailey.

Item 9A. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting (GAAP)

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2013 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15 and 15d of the 1934 Act because of the material weaknesses in our internal control over financial reporting discussed below.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the 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.

Management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the internal control criteria set forth in the Internal Control— Integrated Framework, management concluded that the Company’s internal controls over financial reporting were not effective, as of December 31, 2013.

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Based on management’s assessment of internal control over financial reporting, as of December 31, 2013, management concluded that the Company did not maintain effective internal control over financial reporting because of the following control deficiencies that constitute material weaknesses:

·	Insufficient documentation of transactions and retention of appropriate documentation to support reported transactions.

·	Lack of audit committee having appropriate accounting knowledge to adequately provide oversight of the Company’s accounting and reporting functions.

·	Due the small size of the Company, there is also a lack of segregation of duties that contributes to the inability to maintain effective internal control over the financial reporting.

Because of the material weaknesses identified above, a reasonable possibility exists that a material misstatement in our consolidated financial statements will not be prevented or detected on a timely basis. However, our Chief Executive Officer and Chief Financial Officer believe that the financial statements included in this annual report on form 10-K present in all material respects, our financial position, results of operations and cash flows for the periods presented, in conformity with U.S. GAAP.

Malone Bailey LLP, our registered independent public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, 2013.

Plan For remediation of Material Weaknesses:

The remediation efforts outlined below are intended to address the identified material weaknesses in internal control over financial reporting:

·	Establish a Qualified Audit Committee;

·	Fund appropriate technical research materials to ensure SEC compliance in financial reporting, and internal controls, and

·	Improvements to accounting processes to provide adequate documentation of transactions.

Changes in Internal Control Over Financial Reporting

Except as otherwise noted above, there were no significant changes in the Company’s internal control over financial reporting occurred during the year ended December 31, 2013, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Identification of Directors and Executive Officers:

As of March 24 , 2014, The company has two Officers, Robert Rosenthal, Chief Executive Officer, and Linda Gassaway, Chief Financial Officers. Each officer of the Company works full-time for the Company, dedicating forty hours per week each on an ongoing basis. Both are compensated accordingly. Donald Boyd is our Operations Manager and currently operates under a Consultancy Agreement providing ongoing necessary operational management requiring approximately ten hours per week. The following information sets forth the names of our officers and directors, their present positions, and some brief information about their background as of the date of this filing:

Name:	Position:	Age:

Robert Rosenthal	President and Chief Executive Officer, Secretary and Chairman	61
Linda Gassaway	Chief Financial Officer and Treasurer	60
Cosimo Damiano	Director	45
Donald Boyd	Director, Operations Manager	65

Robert Rosenthal

President and Chief Executive Officer, Secretary and Chairman of the Board of Directors

Mr. Rosenthal has extensive experience in the Californian oil and gas industry where he has been directly involved in and responsible for evaluations, leasing and drilled discoveries. His career in California spans over 10 years. Mr. Rosenthal was a founding partner in Orchard Petroleum Ltd an ASX listed Californian company that that was acquired in 2007 by a private consortium. From 2007 to July 2010 Mr. Rosenthal was actively involved in exploration and production ventures in California, Texas and Louisiana through his private partnership ASPS Energy Investments LLP. In July 2010 he became one of the founding partners in Great Bear Petroleum, LLC. As such he was involved with raising the initial capital to fund the company. Mr. Rosenthal was subsequently involved with raising the next round of capital that lead to the leasing of 500,000 acres on the North Slope of Alaska. Mr. Rosenthal left Great Bear, in April 2012, after helping farm-out the acreage to a large industry partner. Mr. Rosenthal became a partner in LANI LLC in May 2012. LANI LLC was a private company focused on exploration in California. Mr. Rosenthal helped in the merger between LANI LLC with Calendar Dragon to form North American Oil & Gas Corp. in November 2012. Mr. Rosenthal has been CEO and President of North American Oil and Gas since the merger.

He previously worked as Exploration Geologist and Exploration Project Supervisor for Sohio Petroleum (U.S.), British Petroleum in London as Global Consultant Exploration. In 1995 he left BP to join Novus Petroleum Ltd as its Head of Exploration. From 1999 until present day, Mr. Rosenthal has been actively involved in numerous exploration activities in California, Texas, Louisiana and Alaska where he has made numerous discoveries in both conventional and unconventional plays. Mr. Rosenthal has a Master’s Degree in Geology from the University of Southern California.

Linda Gassaway

Chief Financial Officer, and Treasurer

Ms. Gassaway has served as our Chief Financial Officer since November 16, 2012. Prior to this, Ms. Gassaway provided full-time financial consulting in California’s Oil and Gas industry, contracting with Orchard Petroleum Inc. and Solimar Energy LLC from January 2007 to November 2012.

Prior to this, Ms. Gassaway was recruited by Bentley Simonson Inc. (“BSI”, a California independent oil and gas production company) in 2000, and headed the financial department in the capacity of Controller; dealing with more than thirteen thousand royalty holders and accounting for operations at the giant Sansinena and Las Cienegas fields in Southern California. After the sale of these assets to Plains Exploration & Production Company in 2005, she continued consulting for BSI until she took the consulting position with Orchard Petroleum Inc. in 2007. Ms. Gassaway has more than twelve years of financial experience in the Oil and Gas sector. She has extensive experience with federal and state reporting requirements, joint interest accounting, human resources, office management, audit and risk management, royalty management, government reporting, production reporting, and overall financial management and reporting for oil and gas exploration and production efforts.

Ms. Gassaway is the former Chief Financial Officer of Behavioral Healthcare Inc., and former Chief Operating Officer of Omega Computer Services (a federal defense software contractor). Besides heading financial operations for Behavioral Healthcare, of Memphis, Tennessee, Ms. Gassaway was also the Director of Finance for Advanced Health Systems Inc. of Irvine, CA, where she was responsible for the finances of 22 hospitals, 5 acute care facilities, and 40 physician practices located around the country.

Cosimo Damiano - Director

Mr. Damiano’s experience involves the strategic analysis and financial modeling of oil & gas companies for global Investment banks and commodity trading companies in a principal investment role. This experience has provided Mr. Damiano with a strong understanding and analytical analysis of financing oil and gas assets across various geographic areas. Mr. Damiano has served as an Independent Director of NAMG since November 2012, and assisted with the merger between Lani LLC and Calendar Dragon to form North American Oil & Gas Corp.

Mr. Damiano has over 20 years of experience in the finance industry and 14 years in the energy industry, most recently as Managing Director of Blacktip Energy Inc., a position he took on in May 2014. Since April 2014, Mr. Damiano has provided consulting services to Merricks Capital (Hedge Fund. From September 2013 through March 2014 Cosimo worked for CIMB in the capacity of Director of Oil & Gas Equity Research. During the period January 2012 through June 2013 Mr. Damiano provided independent consulting to various oil and gas companies located in North America, Asia, Australia and Africa. From May 2011 through December 2011 Cosimo held the position of Director of Investments for Mocoh SA.

During the period April 2010 through November 2010 Cosimo was the Director of Upstream Investments for Mercuria Energy Group. Mr. Damiano has wide commercial and investment experience in the oil and gas industry in Australia, Asia, United States, Canada and Argentina. In his previous role with Mercuria, Mr. Damiano’s duties primarily involved private equity investments and included the reporting on Mercuria’s existing oil and gas investments in Canada, U.S and Argentina and sourcing new investments. It involved the reporting and monitoring of ~10,000boepd of production, setting corporate and financing strategies and Board updates monitoring and evaluating the assets’ performance.

From July 2008 through March 2010, Mr. Damiano held the position of Energy Analyst for Galena Asset Management (Trafigura Group).

In his previous and current roles Mr. Damiano has periodically undertaken advisory roles for several oil and gas companies as well as energy trading companies most notably relating to, M&A advice, capital structure (debt and equity structuring), strategic planning and marketing. Mr. Damiano holds a Bachelor’s degree in Finance and Economics from Victoria University, Australia. Mr. Damiano’s background in investment banking led to our conclusion that he should serve as a director in light of our business and structure.

Donald Boyd - Director

Mr. Boyd is an experienced oil field professional who has assisted many internationally known companies with drilling and infield engineering issues throughout the world. Since 1998 Mr. Boyd has provided consulting services to companies such as Exxon, Phillips Petroleum, Sun Oil and Texaco and most recently smaller independent operators, such as Exploration Inc., Jackson Exploration and Kindee Oil and Gas. In 2005, Mr. Boyd co-founded Sun Resources Texas, Inc. and currently serves as President. As President of Sun Resources Mr. Boyd has been in charge of drilling and evaluating wells in Texas and Louisiana. In July 2011 Don became one the founders of LANI LLC. LANI LLC was a California focused exploration company. Mr. Boyd was directly responsible for acquiring the key acreage in the Southern San Joaquin for LANI. In November 2012 LANI LLC was merged with Calendar Dragon to form North American Oil & Gas Corp. Mr. Boyd has been an Executive Director since the merger.

Prior to January 2005 he served as the manager of all offshore operations for drilling and completion for the U.S. Department of the Interior, Oil & Gas Branch. Mr. Boyd managed employees with various disciplines, engineers and geologists; certified all foreign offshore drilling units before they could drill in US waters; worked with the EPA to help write regulations regarding offshore environmental concerns; and worked with the USSR Oil & Gas Department to help them refine their government leasing programs to improve oil and gas secondary recovery. Prior to that, Mr. Boyd worked as a drilling engineer for Global Marine and a drilling manager for Peter Bowen and Cal Pacific drilling companies. Mr. Boyd received a Bachelor of Science in Petroleum Engineering from Cal State Long Beach in 1973. Among the many awards and honors that Donald received are: The Crosnick Foundation Scholarship for Petroleum Engineers; The Kellps Scholarship Award for Petroleum Engineering; and an Excellence Award from the U.S. Department of the Interior.

Penalties or Sanctions

None of our directors, officers or stockholders holding a sufficient number of securities to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

None of our directors, officers or stockholders holding a sufficient number of securities to affect materially the control of the Company, nor any personal holding company of any such person has, within the last ten years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Employment Agreements

We currently do not have employment agreements with any our directors and executive officers.

Family Relationships

There are no family relationships between any of our directors or executive officers and any other directors or executive officers.

Term of Office

All directors hold office for a one (1) year period, as dictated at the annual meeting, held June 20, 2013 and have been duly elected and qualified. Directors will be elected at the annual meetings to serve for one-year terms. The Company does not know of any agreements with respect to the election of directors. The Company has not compensated its directors for service on the Board of Directors of NAMOG or any of its subsidiaries or any committee thereof. Any non-employee director of NAMOG or its subsidiaries is reimbursed for expenses incurred for attendance at meetings of the Board of Directors and any committee of the Board of Directors, although no such committee has been established. Each executive officer of NAMOG is appointed by and serves at the discretion of the Board of Directors.

None of the officers or directors of NAMOG is currently an officer or director of a company required to file reports with the Securities and Exchange Commission, other than NAMOG.

Involvement in Certain Legal Proceedings

During the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Director independence

Currently, the majority of the board of NAMOG is not considered “independent” board members.

Board meetings and committees; annual meeting attendance

In 2013 the Board of Directors held at least one board meeting per month to discuss operations and various management issues.

Nicholas Petri resigned as a Director of the Company effective as of April 5, 2013. Mr. Petri confirmed that he had no disagreement with the Company.

On June 10, 2013 the Company held its first annual meeting. Proxies were not solicited, as a majority of shareholder votes, 30,200,000, were given approving the following:

1.	By unanimous vote the shareholders elected Robert Rosenthal, Donald Boyd, Gregory Renwick and Cosimo Damiano as members of the Board of Directors. Each Director will serve for a one-year term.

2.	By unanimous vote the shareholders approved the Executive Officer’s compensation.

3.	By unanimous vote the shareholders approved to vote once every three years for the advisory vote on Executive Compensation.

4.	By unanimous vote the shareholders ratified the appointment of Independent auditors Eide Bailly LLP.

Gregory Renwick resigned as Director of the Company effective as of December 6, 2013. Mr. Renwick confirmed that he had no disagreements with the Company.

The Company does not have a standing audit, nominating and compensation committee of the board of directors, or committees performing similar functions.

Nominating Committee

The Company does not have a separately designated nominating committee. The Company does not have such a committee because we currently believe that given our small size, the fact that a majority of the members of our Board are not currently considered “independent,” and because no Company securities are traded on a stock exchange, that such a committee is not currently necessary. Unless and until the Company establishes a separate nominating committee, when a board vacancy occurs, the remaining board members will participate in deliberations concerning director nominees. In the future the Company may determine that it is appropriate to designate a separate nominating committee of the board of directors comprised solely of independent directors.

To date, the Board of Directors has not adopted a formal procedure by which stockholders may recommend nominees to the board of directors.

Audit Committee

The Company does not have a separately designated audit committee. Instead, the entire Board acts as the Company’s audit committee. Consequently the Company has designated Cosimo Damiano as the audit committee financial expert and chair for this committee.

Compensation Committee

The Company does not have a standing compensation committee or committee performing similar functions. The company currently believes that given our small size, a compensation committee is not warranted.

Shareholder communications

The Company does not have a process for security holders to send communications to the board of directors due to the fact that minimal securities are traded on a stock exchange.

Board Leadership structure and role in risk oversight

Mr. Rosenthal, who acts as President and Chief Executive Officer, Secretary and Chairman of the Board of Directors, leads the current board of directors of the company. The Chief Financial Officer, Linda Gassaway, acts as Treasurer for the Company. Board leadership follows the guidelines in COSO’s Enterprise Risk Management – Integrated Framework model for is risk oversight assessments.

Management Acquisition, Exploration and Appraisal Policy

The Company’s management team is comprised of Robert Rosenthal, Cosimo Damiano, Don Boyd and Rob Hoar, with financial review from the Company’s Chief Financial Officer. This team is responsible for overseeing acquisition, exploration, appraisal and development of oil and gas projects in under exploited areas in North America. NAMG partners with leading industry players in North America to develop extensions to existing producing fields and also to establish new development opportunities supported by high quality 3-D seismic analysis. This team dedicates substantially all of their time on this responsibility. However, NAMG does not have a formal policy regarding (i) the amount of time each member of the management team must spend on NAMG business or (ii) granting NAMG a right of first refusal on acquisition opportunities. Nor are these addressed in NAMG’s By-laws. Due to this, it is possible that one, or more, of the management team, from time to time, may be involved in other business activities or dedicate additional time to such ventures.

While Robert Rosenthal continues to dedicate 100% of his working time to NAMG business and presents all potential acquisition opportunities to NAMG, Donald Boyd is currently President of Sun Resources, LLC. However, Sun Resources is a small company with three members. Sun Resources manages two small production properties; one located in Texas, the other Louisiana. Sun Resources does not look for new acquisitions, and Mr. Boyd continues to present 100% of any and all potential opportunities to NAMG and now dedicates substantially all of his working time to NAMG. However, based on the lack of formal policies, not only may members of our management spend less working time on NAMG in the future, they may also begin presenting acquisition opportunities to other companies prior to presenting them to NAMG.

Each of the Company’s management team observes and undertakes the following in terms of management acquisition, exploration and appraisal:

Objectives

The goal of the management team is to build NAMG’s resources and maintain a balanced portfolio of exploration and development assets.

Strategies process

NAMG's primary strategy is based on the overall objective of generating the highest return to shareholders by building a balanced portfolio of oil and gas assets.

·	NAMG takes advantage of their own and other players' experience for carefully selecting proven hydrocarbons basins where the chance of commercial oil discoveries is high.

·	NAMG shall seek a good risk diversification, both geographically and geologically, and seek farm-out opportunities to capitalize as much as possible on the assets.

·	NAMG is planning to run multiple parallel projects in order to create diversification.

·	NAMG focuses on near term production opportunities producing less than 100 barrels of oil per day

Screening

NAMG’s management team assesses acquisition opportunities and utilizes outside consultants to independently assess its research and findings. The management team screens opportunities based on the following key criteria:

Technical – assess the geological merits of the project based on reviewing existing seismic data, individual well analysis, production history and reviewing nearby analogues from similar fields. Based on the teams experience NAMG ‘s focus is on areas its previously worked such as California, Texas, Louisiana and Alaska.

Financial – once the team has approved the project based on its technical merits, NAMG conducts thorough financial analysis of the project based on various financial assumptions and outcomes i.e. sensitivity analysis. Our screening process aims for a minimum return of 15% internal rate of return, assuming various long-term oil price and operating scenarios

Commercial and Legal – NAMG determines the commercial and legal aspects of an acceptable transaction that includes title to ownership. At this stage NAMG utilizes outside legal counsel to assist with drafting legal documentation such as Purchase and Sales Agreements and other related agreements (e.g. loan financing agreements).

Conflict of Interest - NAMG is, on occasion, involved in offerings or project(s) that pose a conflict of interest between the Company and members of its Board of Directors or management. There is no formal written policy regarding conflicts of interest. However, the Company adheres to the following procedures:

Any transactions involving parties with whom a conflicting interest may exist will be undertaken only if all of the following requirements are met:

1.	The conflicting interest is fully disclosed;

2.	The person with the conflict of interest is excluded from the discussion and approval of such transaction; and

3.	The board, absent any member who has a conflict of interest, has determined that the transaction is in the best interest of the organization and is just, fair and reasonable.

The Company’s board (absent any member who has a potential conflict) determines whether a conflict exists and in the case of existing conflicts, whether the contemplated transaction may be authorized as just, fair, and reasonable to the Company. The Company has no contractual rights of first refusal with any members of the Board of Directors regarding potential opportunities. Currently, only one of our directors, Donald Boyd, is employed in a minimally related industry. He has been employed in this position for over a ten (10) year period. Such employment with Sun Resources does not presently present any potential conflicts of interest. However, that may change in the future.

The President of NAMG, Robert Rosenthal commits 100% of his working time to NAMG. However, over the years, Mr. Rosenthal has been involved in, and has worked as a consultant for other companies and individuals. Prior to 2012, he held paid positions with other oil and gas firms. But since signing on with NAMG in May 2012, Mr. Rosenthal presents all of the projects of which he becomes aware to the Management Acquisition, Exploration and Appraisal team of NAMG to identify the projects suitability for further investigation from the Company. If the project does not fit the criteria NAMG requires the project is no longer considered a viable consideration by NAMG.

NAMG does not have a formal written policy regarding (i) the amount of time each member of the management team must spend on NAMG business nor (ii) the granting of a right of first refusal to NAMG of any potential opportunities. Furthermore, NAMG’s By-laws do not address either of the above. Due to this, it is possible that one, or more, of the management team, from time to time, may provide services to alternate business activities and companies or dedicate some of their time to such ventures. This would allow for less time to be committed to NAMG and may cause us to lose opportunities which may have an adverse effect on our shareholders. Additionally, this could allow management to present potential opportunities elsewhere in the future, thereby causing NAMG to lose out on potential revenue. Finally, the lack of formally addressing these situations could open NAMG up to future litigation.

at risk for:

1.	Potential losses to the Company

2.	Potential litigation.

3.	We may lose the services of one or all members of our management team or such members may present potentially profitable opportunities to other companies; and

Code of Ethics

We have not adopted a Code of Ethics but expect to adopt a Code of Ethics in 2014 and will post such code to our website. The Company did not adopt a Code of Ethics in 2013 due to Board changes, and lack of adequate time to review this process.

Indemnification of Executive Officers and Directors

The Nevada Revised Statutes permits indemnification of directors, officers, and employees of corporations under certain conditions subject to certain limitations. In the event that a claim for indemnification (other than the payment by us of expenses incurred or paid by our directors and officers in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is appropriate and will be governed by the final adjudication of such issue.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 11. Executive Compensation.

The objective of the Company’s compensation program for its officers is to maintain a level of corporate and operational management within the day-to-day requirements of the Company. Up until the Agreement and Plan of Merger (the “Merger”), by and among the Company, Lani Acquisition, LLC, a Nevada limited liability company on November 16, 2012, the Company had not issued any amount for cash compensation, as it was registered and operated as a shell company. On November 15, 2012, NAMG established salaries and payroll for four salaried employees, and one hourly employee.

The salaries for each Officer and Manager was determined by the Chief Executive Officer of the Company, along with advice of Director Cosimo Damiano (Audit Director). In yearly reviews, the Officers of the Company have found the compensation to be comparable to other oil and gas companies of similar size.

Rob Hoar and Donald Boyd terminated employment March 31, 2013 and signed Consulting Agreements with the Company for $5,000 per month in ongoing consulting services.

The material terms of Mr. Hoar's consulting agreement, signed April 5, 2014 is to provide NAMOG geological/geophysical consulting on an ongoing basis for all prospects, including new acquisitions, and existing prospects. Mr. Hoar will analyze data, assist in determining drill sites, new acquisition prospects. Mr. Hoar’s monthly set fee is $5,000 per month.

The material terms of Mr. Boyd’s consulting agreement, signed April 5, 2014 is to provide NAMOG operational management consulting on an ongoing basis for all prospects, including new acquisitions, and existing prospects. Mr. Boyd will oversee any permitting, drilling, plug and abandoning, Division of Oil, Gas and Geothermal Resources reporting, and analysis of new and existing acquisitions in determining drill sites. My. Boyd’s monthly set fee is $5,000 per month.

The following table sets out the compensation received for the fiscal years ended December 31, 2013, 2012, and 2011 in respect to each of the individuals who served as the Company’s chief executive officer at any time during the last fiscal year, as well as the Company’s most highly compensated executive officers and two individuals not holding an executive officer position:

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards			Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Plan Compensation		All Other Compensation		Total

Robert Rosenthal(1)	2013	$	160,000	$	-	$	-	$	-		$	-	$	-	$	-	$	160,000
	2012	$	20,000	$	-	$	-	$	-		$	-	$	-	$	-	$	20,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Linda Gassaway(1)	2013	$	120,000	$	-	$	-	$	287,625	(2)	$	-	$	-	$	-	$	407,625
	2012	$	15,000	$	-	$	-	$	-		$	-	$	-	$	-	$	15,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Rob Hoar (1)	2013	$	40,000	$	-	$	-	$	-		$	-	$	-	$	-	$	40,000
	2012	$	20,000	$	-	$	-	$	-		$	-	$	-	$	-	$	20,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Donald Boyd (1)	2013	$	40,000	$	-	$	-	$	-		$	-	$	-	$	-	$	40,000
	2012	$	20,000	$	-	$	-	$	-		$	-	$	-	$	-	$	20,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-

______________

(1)	Mr. Rosenthal, Ms. Gassaway, Mr. Hoar and Mr. Boyd began employment on November 15, 2012.
(2)	The Company awarded Linda Gassaway, Chief Financial Officer, 500,000 shares of stock options on April 1, 2013. The restricted stock options were offered at an exercise price of $.80 per share, with a volatility of 255.02%, risk free interest rate of .78%, and expected term of five years. The options will vest one year from date of grant.

Equity Compensation Plan Information - Employment Agreements

The Company’s policy is to not establish employment agreements, and no employment agreements were in place on December 31, 2013 or through the date of this report.

Option Exercises and Stock Vested Table

The Company entered into a contract with PacSeis Inc. dated February 26, 2013 to purchase 37 square miles of seismic data covering the Tejon Extension Prospect and the Tejon Main Prospect. The agreement between parties was to license this data for a cash fee of $125,000 and 350,000 restricted stock options at an exercise price of $.70 per share.

The fair value of the option grants were estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility of 255.02%, risk free interest rate of 0.78%; and expected term of five years.

The Company awarded Linda Gassaway, Chief Financial Officer, 500,000 shares of stock options on April 1, 2013. The restricted stock options were offered at an exercise price of $.80 per share, with a volatility of 255.02%, risk free interest rate of .78%, and expected term of five years. The options will vest one year from date of grant.

A summary of the Company’s stock option, warrant activity and related information is as follows:

NORTH AMERICAN OIL & GAS CORP.

Options Outstanding

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2013		-
Granted Options(1)		850,000		5.00		0.76
Exercised		-				-
Cancelled/Expired		-				-
Outstanding at December 31, 2013		850,000				-

Vested and Exercisable at December 31, 2013		350,000			$	0.70

______________

(1)	Includes 350,000 options granted to PacSeis February 18, 2013 at an exercise price of $.70 per share, and options granted to Linda Gassaway, Chief Financial Officer of NAMG April 1, 2013 for an exercise price of $.80 per share.

NORTH AMERICAN OIL & GAS CORP.

Warrants Outstanding

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2013		-
Granted Warrants (1)		196,618		3.00	$	1.01
Exercised		-				-
Cancelled/Expired		-				-
Outstanding at December 31, 2013		196,618				-

Vested and Exercisable at December 31, 2013		196,618			$	1.01

______________

(1)

Under a Purchase and Sale Agreement with Oel und Erdgazforshung AG ("OUE"), A Nevis Corp. dated October 16, 2013 the Company issued 246,914 shares of Common Stock, and 96,618 warrants with an exercise price of US $1.04 determined by a formula of a 15% premium to the previous day closing stock price for an aggregate sum of $200,000. Under a Purchase and Sale Agreement with OEG dated December 6, 2013 the Company issued 261,438 shares of Common Stock, and 100,000 warrants with an exercise price of US $.98 for an aggregate sum of $200,000.

The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted in the period presented:

	Twelve Months Ended December 31, 2013		Year Ended December 31, 2012
Risk-free interest rate(1)		1.14		-
Expected life (in years)(2)		3.625		-
Expected volatility(3)		225.02		-
Dividend yield		-		-
Weighted-average estimated fair value of options granted during the period		0.795		-

______________

(1)	The Risk Free Rate is a 5 Year Treasury rate.

(2)	The expected life (in years) is based on the simplified method: Expected term = ((vesting term + original contractual term)/2).

(3)	The expected volatility is based on the volatility weighted average of stock options

During the twelve months ended December 31, 2013, the Company recorded stock-based compensation of $276,269 and $243,955, respectively, as general and administrative expenses, and G & G Services. At December 31, 2013 the weighted average remaining life of the stock options is 4.25 years. The unamortized amount of stock-based compensation at December 31, 2013 was $92,090. This remaining cost will be expensed in the first quarter of 2014.

Warrant Grants During 2013 and 2012 Fiscal Years

On October 16, 2013, North American Oil & Gas Corp. (the “Company”) finalized a Stock Purchase Agreement Oel und Erdgazforshung AG (the “Investor”), relating to the sale and issuance of an 246,914 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for a purchase price of $200,000, and warrants (the “October Warrants”) to purchase an aggregate of 96,618 shares of Common Stock, at an exercise price of $1.04 per share.

The October Warrants are exercisable immediately and expire October 10, 2016. The October Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each October Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

Effective December 1, 2013, North American Oil & Gas Corp. (the “Company”) entered into a letter agreement (the “O&E Agreement”) with Oel und Erdgazforshung AG, a Nevis Corporation (the “Investor”), relating to the sale and issuance of Common Stock, and warrants (the “December 1st Warrants”).

The O&E Agreement stipulates that the Investor will purchase the Common Stock in up to five (5), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals. The quantity of Common Stock issued, per tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock. With each tranche, 100,000 December 1st Warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.

The December 1st Warrants will be exercisable immediately upon issuance and expire three (3) years from issuance date. The December 1st Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each December 1st Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications.

On December 6, 2013, the Company executed the second tranche of the O&E Agreement with the Investor, relating to the sale and issuance of 261,438 shares of the Common Stock, for a purchase price of $200,000, and warrants (the “December 6th Warrants”) to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $0.98 per warrant.

The December 6th Warrants are exercisable immediately and expire December 6, 2016. The December 6th Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each December 6th Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

Outstanding Equity Awards At Fiscal year-End

The company has not issued any equity awards during fiscal years 2013, 2012, and 2011.

Director’s Compensation

On February 1, 2013 the Company entered into a Consultancy Agreement (“Agreement”) with Cosimo Damino, Director, to act as a financial adviser for the Company including on a potential merger and acquisition transactions and other matters, along with other services as agreed between the Company and the Mr. Damiano. The Agreement is for $60,000 billed in $5,000 increments over a twelve-month period.

On April 5, 2013 the Company entered into an Independent Contractor Agreement (“Agreement”) with Donald Boyd (Director). This Agreement is ongoing and provides for consulting services from Mr. Boyd regarding ongoing operations of the Company. The Agreement provides a fixed monthly fee of $5,000.

The following table sets forth the Company’s fees and compensation paid or earned by directors for the fiscal years 2013, 2012 and 2011.

DIRECTORS COMPENSATION

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Plan Compensation		All Other Compensation		Total

Donald Boyd(1)	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2011	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Cosimo Damiano(2)	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2011	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Robert Rosenthal	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2011	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

______________

(1)	Donald Boyd is a Director, and as of April 1, 2013 paid as a consultant for the company. He earned $40,000 from January 1, 2013 through March 31, 2013 as a salaried employee.
(2)	Cosimo Damiano is a Director, and is paid for his consulting services for NAMOG at $5,000 per month per Consultant Agreement dated February 1, 2013 and is effective through December 31, 2013.

The Board of Directors has received no compensation for their roles on the Board. They have not earned fees, stock awards, option awards, or non-equity incentive plan compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Beneficial Ownership of more than 5% of any class of NAMOG’s voting securities.

As of March 24, 2014, the Company had 61,114,602 shares of its common stock issued and outstanding. The following table sets forth the beneficial ownership of the Company’s common stock as of March 24, 2014 by each person who is known to have beneficial ownership of more than 5% of any class of NAMOG’s voting securities:

Title of Class	Name and address of	Amount and Nature of	(A) Sole Voting power, (B) shared voting power (C) sole investment power, (D) shared investment power	Percent of Common
	Beneficial Owner (1)	Beneficial Ownership		Stock (1)
Common Stock	ASPS Energy Investments Ltd.	8,100,000	Robert Rosenthal (A)	13.31%
	56 E. Main Street Suite 202
	Ventura, CA 93001 (2)
Common Stock	Donald Boyd	7,493,938	Donald Boyd (A)	12.31%
	56 E. Main Street Suite 202
	Ventura, CA 93001
Common Stock	East West Petroleum Corp.	5,000,000	EWP Board of Directors (B)	8.22%
	Suite 1210 – 1095 West Pender Street
	Vancouver, BC V6E 2M6
Common Stock	Robert Kerry Hoar	8,100,000	Robert K. Hoar (A)	13.31%
	56 E. Main Street Suite 202
	Ventura, CA 93001
Common Stock	Cede & Co.	26,967,062	N/A	44.30%
	PO Box 20
	Bowling Green Station
	New York, NY 10004

______________

(1)	NAMOG has 61,114,602 shares of common stock issued and outstanding. As of March 3, 2014 no stock is held under warrant or security.

(2)	Shares held indirectly in ASPS Energy Investments Ltd., voting and investment control of which is held by Mr. Robert Rosenthal.

Security Ownership of Management.

The following table sets forth the beneficial ownership of the Company’s common stock as of March 24, 2014 by each executive officer and director and the directors and executive officers of the Company as a group:

Title of Class	Name and address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		Percent of Common Stock (1)
Common Stock	Robert Rosenthal (2)		8,100,000		13.308	%
Common Stock	Donald Boyd (3)		7,493,938		12.312	%
Common Stock	All Officers and Directors as a Group		15,593,938		25.62	%

______________

(1)	NAMOG has 61,114,602 shares of common stock issued and outstanding as of March 24, 2014. No stock is held under warrant, or security.

(2)	Shares held by ASPS Energy Investments Ltd., voting and investment control of which is held by Mr. Robert Rosenthal. No shares are held as security.

(3)	No shares are held as security.

Security Ownership of Certain Beneficial Owners

As of March 24, 2014, the Company is not aware of any persons that beneficially own more than 5% of its outstanding common stock who is not listed in the above referenced tables.

Change in Control Arrangements

As of March 24, 2014, there are no arrangements that would result in a change in control of the Company.

Equity Compensation Plan Information

The following table sets forth all compensation plans including individual compensation arrangements) under which the company’s equity securities may be issued.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,000,000	$	0.80		953,382
Equity compensation plans not approved by security holders		-		-		-
Total		2,000,000	$	0.80		953,382

______________

(1)	At December 31, 2013 there were 850,000 stock option shares issued, and 196,618 warrants issued, leaving 953,382 available for issuance.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Particular Transactions

The Company entered into a short-term loan with ASPS Energy Investments, Ltd. (“ASPS”), on September 7, 2012, for the principal sum of $50,000, with interest rate of 3%. The note was due and payable on September 6, 2013, when the outstanding amount of principal and interest was due in full. This note has since been converted to Common Stock.

On November 13, 2012, the Company entered into a Farm-In agreement with Avere Energy Corp (“Avere”), a wholly owned subsidiary of East West Petroleum Corp. According to the provisions of the agreement, Avere was to fund $300,000 for overhead, which was funded at 100% as of May 1, 2013. The Company has repaid through cash and overhead deductions in the amount of $143,390 leaving the debt remaining at December 31, 2013 of $156,610. Additionally, Avere has provided $1,300,000 to finance the drilling of Well 77-20 in exchange for a 25% working interest in the Tejon Extension. Well 77-20 has been drilled, and is currently shut in while reviewing additional testing possibilities. As of December 31, 2013 Avere has contributed $1,337,019 towards Well 77-20, with NAMOG’s contribution at $115,275.

Through the Farm-In agreement, Avere is to fund $347,500 in total to acquire the White Wolf Prospect in exchange for a 50% working interest. As of December 31, 2013 NAMOG secured 4,663 gross acres, 2,239 net acres, at an average cost per net acre of $135.18. The total costs for the White Wolf leasing acquisition program through December 31, 2013 is $399,823. Avere’s share of these costs at December 31, 2013 is $292,186 leaving a remaining obligation from Avere of $55,314 per this agreement.

Controlling Persons

The company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling person.

Director Independence

Our board of directors consists of Messrs. Rosenthal, Damiano, and Boyd. The board considers all relevant facts and circumstances in its determination of independence of all members of the board (including any relationships set forth in this Form 10-K under the heading “Certain Related Person Transactions). After review of the Directors by the Board, and specifically by the Chairman of the Board, it has been determined that one board member, Cosimo Damiano, is considered independent. These

Item 14. Principal Accounting Fees and Services.

The following table sets forth the aggregate fees paid during the year ended December 31, 2013 for professional services rendered by Eide Bailly, for the quarter 1 audit review, Malone Bailey for quarter 2 and 3 and the 2013 audit of our annual financial, and Brown Armstrong, the Company’s tax accountants:

Accounting Fees and Services

	2013		2012
Audit Fees	$	34,650	$	42,030
Audit Related Fees		-		-
Tax Fees		31,247		-
All Other Fees		-		-
TOTAL	$	65,897	$	42,030

The category of “Audit Fees” includes fees for our annual audit and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

The category of “Audit-related Fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

All above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by all parties was compatible with the maintenance of the respective firm’s independence in the conduct of its audits.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

2.1	Agreement and Plan of Merger Dated November 16, 2012, by and among North American Oil & Gas Corp., a Nevada corporation, Lani Acquisition, LLC, a Nevada limited liability company, and Lani, LLC, a California limited liability company and incorporated herein by reference
3.1	Articles of Incorporation of the registrant and incorporated herein by reference
3.2	Certificate of Amendment to Articles of Incorporation of Registrant and incorporated herein by reference
3.3	By-laws of the Registrant and incorporated herein by reference
3.4	Certificate of Change of Registrant and incorporated herein by reference
4.1	2012 Stock Option Plan and incorporated herein by reference
10.1	Stock Redemption Agreement dated November 16, 2012, by and between Registrant and Bouwe Bekking and incorporated herein by reference
10.2	Farm-in Agreement dated November 3, 2012 by and between Lani, LLC and Avere Energy Corp.
10.3	Amendment to Farm-in Agreement dated March 4, 2013 by and between Lani, LLC and Avere Energy Corp. and incorporated herein by reference
10.4	Consultant Agreement dated April 5, 2013 with Robert Skerry Hoar and incorporated herein be reference
10.5	Consultant Agreement dated April 5, 2013 with Donald Boyd and incorporated herein be reference
10.6	Stock Purchase Agreement dated August 14, 2013, filed as an exhibit to the current report on Form 8-K, filed with the Securities Exchange Commission on August 16, 2013.
10.7	Form of Warrant, issued October 16, 2013, filed as an exhibit to the current report on Form 8-K, filed with the Securities Exchange Commission on October 21, 2013 and incorporated herein by reference.
10.8	Stock Purchase Agreement, dated October 16, 2013, filed as an exhibit to the current report on Form 8-K, filed with the securities Exchange Commission on October 21, 2013 and incorporated herein by reference.
10.9	Form of Warrant, issued December 6, 2013, filed as an exhibit to the current report on Form 8-K, filed with the Securities Exchange Commission on December 9, 2013. and incorporated herein by reference.
11.1	Stock Purchase Agreement, dated December 6, 2013, filed as an exhibit to the current report on Form 8-K, filed with the securities Exchange Commission on December 9, 2013 and incorporated herein by reference.
11.2	Form of Warrant, issued January 27, 2014, filed as an exhibit to the current report on Form 8-K, filed with the Securities Exchange Commission on January 27, 2014. and incorporated herein by reference.
16.1	Letter dated June 10, 2013 from Eide Bailly Ltd.
17.1	Resignation of Directorship of Nicolaus Petri dated April 5, 2013
17.2	Resignation of Directorship of Gregory Renwick dated December 6, 2013, filed as an exhibit to the current report on Form 8-K, filed with the Securities Exchange Commission on December 9, 2013 and incorporated herein by reference.
21.1	List of the Registrant’s Subsidiaries
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002(5)

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Pursuant to the requirements of Section13or 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.

Date: September 15, 2014	By:	/s/ Robert Rosenthal
	Name:	Robert Rosenthal
	Title:	President and Chief Executive Officer

Date: September 15, 2014	By:	/s/ Linda Gassaway
	Name:	Linda Gassaway
	Title:	Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

North American Oil and Gas Corp.

(a development stage company)

Ventura, California

We have audited the accompanying balance sheet of North American Oil and Gas Corp. (a development stage company) (the “Company”) as of December 31, 2013, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and for the period from June 20, 2011(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 audit. The financial statements for the period from June 20, 2011 (inception) through December 31, 2012 were audited by other auditors whose reports have been furnished to us. Our opinion, insofar as it relates to amounts for the period from June 20, 2011 (inception) through December 31, 2012 is based solely on the report of other auditors.

We conducted our audit in accordance with the 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 material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits include 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinions.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of North American Oil and Gas Corp. as of December 31, 2013, and for the period from June 20, 2011 (inception) through December 31, 2013, and the results of their operations and cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 2, the 2012 financial statements have been restated. We audited the adjustments described in Note 2 that were applied to restate the 2012 financial statements. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2012 financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2012 financial statements taken as a whole.

The accompanying financial statements have been prepared assuming that North American Oil and Gas Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations and negative cash flows which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MALONEBAILEY, LLP

www.malone-bailey.com

Houston, Texas

March 25, 2014, except for Note 9, the date of which is May 14, 2014, and Note 2, which is September 8, 2014.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders’ of North American Oil & Gas Corp.

Ventura, California

We have audited, before the effects of the adjustments for the correction of the error described in Note 2, the accompanying consolidated balance sheet of North American Oil & Gas Corp. (A Development Stage Company) as of December 31, 2012, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the year then ended and for the cumulative period from June 20, 2011 (Date of Inception) to December 31, 2012. North American Oil & Gas Corp. management is responsible for the consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the 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 consolidated financial statements are free of material misstatement. The company is 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, except for the adjustments for the correction of the error described in Note 2, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of North American Oil & Gas Corp. (A Development Stage Company) as of December 31, 2012 and the results of its operations and its cash flows for the year then ended and for the cumulative period June 20, 2011 (Date of Inception) to December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments for the correction of the error described in Note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by MaloneBailey, LLP.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Golden, Colorado

March 28, 2013

F-2

NORTH AMERICAN OIL & GAS CORP.

(A DEVELOPMENT STAGE COMPANY)

Consolidated Balance Sheets

As of December 31, 2013 and 2012

	2013			2012
ASSETS
Current Assets
Cash and Cash Equivalents	$	49,563		$	578,928
Accounts Receivable		704			4,770
Prepaid Expenses		-			4,140
Total Current Assets		50,267			587,838
Long Term Assets
Restricted Cash		1,037			937,067
Total Long Term Assets		1,037			937,067

Oil and Gas Properties, Successful Efforts method, Net		472,520			278,754
Furniture, Fixtures, and Equipment, Net		5,876			4,686
Deposits		21,300			21,300
Total Non-current Assets		499,696			304,740

TOTAL ASSETS	$	551,000		$	1,829,645
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	$	62,655		$	608,550
Accounts Payable - Related Party		156,610			60,000
Advance from Working Interest Owner		53,090			736,992
Other Current Liabilities		172,735			-
Note Payable - Related party		50,000			50,000
Total Current Liabilities		495,090			1,455,542

Long-term Liabilities
Asset Retirement Obligation		104,100			62,029
Total Liabilities		599,190			1,517,571

Shareholders' Equity (Deficit)
Common Stock: $0.001 par value; 200,000,000 shares authorized; 61,114,602 shares issued and outstanding December 31, 2013, and 60,125,000 issued and outstanding December 31, 2012, respectively		61,115			60,125
Preferred Stock; 25,000,000 authorized; zero issued		-			-
Additional paid-in capital		1,818,389			654,155
(Deficit) Accumulated During the Development Stage		(1,927,694	)		(402,206	)
Total Shareholders' Equity (Deficit)		(48,190	)		312,074
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	551,000		$	1,829,645

The accompanying notes are an integral part of these consolidated financial statements.

F-3

NORTH AMERICAN OIL & GAS CORP.

(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Operations

For the Years Ended December 31, 2013, 2012, and The

Period From June 20, 2011 (Inception) To December 31, 2013

							Cumulative Period from Inception June 20, 2011 Through December 31,
	2013			2012			2013

Total Revenue		-			-			-

Expenses
Exploration & Leasehold Costs		457,501			142,664			655,934
Management and Consulting		119,480			101,774			221,254
General and Administration		931,607			221,711			1,153,900
Depreciation		154			1,927			2,082
Accretion on Asset Retirement Obligation		9,436			622			10,057

Total Expenses		1,518,178			468,698			2,043,227

Other Income (Expense)
Other Expenses		(7,310	)		(800	)		(8,110	)
Interest Income		-			167			167
Gain on Sale of Oil and Gas Properties		-			123,476			123,476

Total Other Income (Expense)		(7,310	)		122,843			115,533

Net (Loss)	$	(1,525,488	)	$	(345,855	)	$	(1,927,694	)

(Loss) per common share	$	(0.02	)	$	(0.01	)	$	(0.04	)

Weighted average number of shares outstanding		61,114,602			28,287,500			50,640,219

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NORTH AMERICAN OIL & GAS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2013, AND THE PERIOD FROM JUNE 20, 2011 (INCEPTION) TO DECEMBER 31, 2013

	Common Stock				Additional Paid In			Deficit Accumulated During Development
	Shares		Par Amount		Capital			Stage			Total Equity

Balance at Inception (June 20, 2011)		-		-		-			-			-

Founder's shares		24,300,000		24,300		(24,300	)

Contributions		-		-		101,760			-			101,760

Distributions		-		-		(25,000	)					(25,000	)

Net Loss									(56,351	)		(56,351	)

Balance at December 31, 2011 (Restated)		24,300,000		24,300		52,460			(56,351	)		20,409

Effects of reverse merger and recapitalization (Restated)		30,825,000		30,825		(30,825	)		-			-

Contributions		-		-		246,700			-			246,700

Distributions		-		-		(109,180	)		-			(109,180	)

Proceeds from sales of common stock		5,000,000		5,000		495,000			-			500,000

Net Loss									(345,855	)		(345,855	)

Balance at December 31, 2012 (Restated)		60,125,000		60,125		654,155			(402,206	)		312,074

Proceeds from the Sales of Common Stock		989,602		990		624,030			-			625,020

Share-based compensation		-		-		540,204			-			540,204

Net (loss)		-		-		-			(1,525,488	)		(1,525,488	)

Balances at December 31, 2013		61,114,602		61,115		1,818,389			(1,927,694	)		(48,190	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NORTH AMERICAN OIL & GAS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013, 2012 AND THE

PERIOD FROM INCEPTION (JUNE 20, 2011) THROUGH DECEMBER 31, 2013

	2013			2012			Cumulative Period from Inception June 20, 2011 through December 31, 2013

Cash Flows from Operating Activities:
Net (Loss)	$	(1,525,488	)	$	(345,855	)	$	(1,927,694	)
Adjustments to Reconcile Net (Loss) to Net Cash
(Used in) Operating Activities:
Depreciation expense		154			1,927			2,082
Accretion expense		9,436			622			10,057
(Gain) on sale of oil & gas properties		-			(123,476	)		(123,476	)
Stock based compensation		540,204			79,920			620,124
Changes in Assets and Liabilities:					-
(Increase)/Decrease in accounts receivable		4,066			(3,316	)		(704	)
(Increase)/ Decrease in prepaids and other assets		4,140			(25,055	)		(21,300	)
Increase/ (Decrease) in accrued expenses		172,735			-			172,735
Increase/(Decrease) in accounts payable		(545,895	)		-			(13,355	)
Increase/(Decrease) in accounts payable - related party		(143,390	)		-			(83,390	)
Net Cash (Used in) Operating Activities		(1,484,038	)		(415,233	)		(1,364,921	)
Cash Flows from Investing Activities:
(Purchase) of oil and gas property		(845,031	)		(589,670	)		(1,971,315	)
Proceeds from the sale of oil & gas properties		-			125,000			200,000
(Purchase) of furniture, fixtures and equipment		(1,346	)		(6,613	)		(7,958	)
Restricted Cash		936,030			(937,067	)		(1,037	)
Net Cash Provided by (Used in) Investing Activities		89,653			(1,408,350	)		(1,780,310	)

Cash Flows from Financing Activities:
Proceeds from the sale of common stock		625,020			500,080			1,125,100
Contributions		-			166,700			213,874
(Distributions)		-			(109,180	)		(134,180	)
Advances From working interest owner		-			1,700,000			1,700,000
Proceeds from related party notes		240,000			110,000			290,000
Net Cash Provided by (Used In) Financing Activities		865,020			2,367,600			3,194,794
Net Increase (Decrease) in Cash and Cash Equivalents		(529,365	)		544,017			49,563
Cash and Cash Equivalents at the Beginning of the Period		578,928			34,911			-
Cash and Cash Equivalents at the End of the Period	$	49,563		$	578,928		$	49,563

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Recovery of Oil and Gas Property	$	75,117			-		$	75,117
Oil and Gas Properties Acquired with Accounts Payable		-			563,100			-
Asset Retirement Obligation	$	(32,635	)		(61,407	)	$	(94,042	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NORTH AMERICAN OIL & GAS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

Organization

North American Oil & Gas Corp. and its subsidiary (the “Company” or “NAMOG”) was originally incorporated under the name Calendar Dragon Inc. as a Nevada corporation on April 7, 2010. On October 11, 2012, the Company changed its name under Nevada law from Calendar Dragon Inc. to North American Oil & Gas Corp.

On November 20, 2012 NAMOG entered into an Agreement and Plan of Merger (the “Merger”), by and among the Company, Lani Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Lani Acquisition”), and Lani, LLC, a California limited liability company. NAMOG is primarily engaged in the business of acquiring, exploring, and developing oil and natural gas properties.

The Company is considered a Development Stage Company, as defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") 915, “Development Stage Enterprises”. The Company's past and planned future principal business is the acquisition and development of mineral interest in the San Joaquin Basin region of California, with no operating revenue during the period presented. The Company is required to report its operations, shareholders equity (deficit) and cash flows from inception through the date that revenues are generated from management’s intended operations, among other things. Since Inception, the Company has incurred an operating loss of $1,927,694. The Company’s working capital has been generated from the sales of common stock, warrant options and from advances pursuant to the Farm-In Agreement with Avere Energy Corp. The consolidated financial statements are for the period from “Inception” to December 31, 2013.

Reverse merger and acquisition

On November 20, 2012, North American Oil & Gas Corp. a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger dated November 16, 2012 (the “Merger”), by and among the Company, Lani Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Lani Acquisition”), and Lani, LLC, a California limited liability company (“Lani”).

Under the terms and conditions of the Merger, the Company issued 24,300,000 shares of common stock of the Company in consideration for all the issued and outstanding limited liability company membership interest in Lani. Subsequent to the Merger, on November 25, 2012, the Company offered and sold in a private offering 5,000,000 shares of common stock to East West Petroleum Corp., at an offering price of $.10 per share for aggregate offering proceeds of $500,000. The effect of the issuances is that former Lani limited liability company membership interest holders, at the time of the merger, held approximately 40.41% of the issued and outstanding shares of common stock of the Company, shareholders of the Company immediately prior to effect of the Merger held approximately 51.27% of the issued and outstanding shares of common stock of the Company, and East West Petroleum Corp. held approximately 8.32% of the issued and outstanding shares of common stock of the Company.

The Merger by which Lani, LLC became a wholly owned subsidiary of NAMOG was treated as a ”reverse acquisition” for accounting purposes. In a reverse acquisition, although NAMOG was considered to be the “legal acquirer” that is, Calendar Dragon (now known as NAMOG) survived as the parent corporation, Lani was the “accounting acquirer” (that is because Lani’s business was the more significant business).

As a result of the Merger, Lani’s financial statements became the financial statements of NAMOG, and the Company’s stockholder’s equity was recapitalized.

F-7

NOTE 2 – CORRECTION OF MATERIAL ERROR

After the initial filing of an S-1 Registration filing, filing date of April 8, 2014, certain material errors relating to the Consolidated Statements of Changes in Shareholders’ Equity for the year ended December 31, 2013, and the period from June 20, 2011 (Inception) to December 31, 2013 were identified. The Consolidated Statement of Changes in Shareholders’ Equity was restated to correct errors in the presentation of the recapitalization of equity in connection with the reverse merger with Lani, LLC. The correction resulted in a change in shares reported issued in the merger from 54,325,000 to 30, 825,000, and the beginning balance of share outstanding as of December 31, 2011from zero to 24,300,000. These changes did not affect the ending balance of any equity line item as of December 31, 2012.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which indicates a substantial doubt of its ability to continue as a going concern. The company accumulated losses from Inception and has a working capital deficit at December 31, 2013. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

Management is currently involved in raising capital to continue the operations and financial requirements the Company foresees. These steps include, but are not limited to:

1)	capital raisings
2)	farm-in agreements

3)	Other Investor related interests

These steps may not be sufficient to provide the Company with the ability to continue as a going concern. Management cannot provide any assurances that the Company will be successful in its operation.

Recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. If the Company is unable to make it profitable, the Company could be forced to discontinue operations.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Lani, LLC. All inter-company accounts and transactions have been eliminated. These financial statements present the net assets and operations of NAMG from the periods from Inception on June 20, 2011 to December 31, 2013. Accordingly, The financial statements as of the year ended December 31, 2013, and from the period from Inception to December 31, 2013 are those of NAMG alone.

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires 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 revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the recovery of financial assets, donated expenses, deferred income tax asset valuation allowances and fair value measurements. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-8

Oil and Natural Gas Properties

The Company’s oil and gas exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities. The costs of development wells are capitalized whether productive or nonproductive. Oil and gas lease acquisition costs are also capitalized. Interest cost is capitalized as a component of property cost for significant exploration and development projects that require greater than six months to be readied for their intended use.

Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, commodity price outlooks, future plans to develop acreage and other relevant matters. During the year ended December 31, 2013 and the period from June 20, 2011 (Inception) to December 31, 2013, the Company recognized no impairment charges.

Proceeds from the assignment of partial interests in unproved leases are deferred until such time the assignment occurs. The proceeds are accounted for as a recovery of cost without recognizing any gain or loss unless the proceeds exceed the carrying amount. Proceeds received prior to the assignment of partial interests in unproved leases are accounted for as a current liability in the accompanying consolidated balance sheets.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments, generally with maturity of three months or less at time of purchase, to be cash equivalents.

Restricted Cash

Restricted cash consists of advances from working interest owners designated to be used for the acquisition of leaseholds and other oil and gas exploration and development activities, and general and administrative expenses.

Concentrations

The Company’s cash, cash equivalents, restricted cash and accounts receivable are exposed to concentrations of credit risk. The Company manages the risk associated with the cash and cash equivalents by depositing these funds with major financial institutions thereby minimizing exposure for deposits in excess of federally insured amounts. On occasion, the Company may have cash in banks in excess of federally insured amounts. We believe that credit risk associated with cash is remote.

Included in the Company’s consolidated balance sheet at December 31, 2013, are the net assets of the entity’s oil and gas operations, all of which are located in San Joaquin Basin region of California and which total $472,520.

The majority of the Company’s working capital as of December 31, 2013 is from three separate Purchase and Sales Agreements that totaled $625,000. Two of these agreements included the issuance of 196,618 warrants.

Income Taxes

The Company accounts for income taxes required by the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

F-9

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income. As management of the Company does not currently believe that it is more-likely-than-not that the Company will receive the benefit of this asset, a valuation allowance equal to the deferred tax asset has been established at both December 31, 2013 , 2012, and 2011.

Pursuant to the merger of the Company effective as of November 16, 2012, NAMOG is a C Corporation, and Lani LLC, a California Limited Liability company is an LLC and will remain an LLC.

As of December 31, 2013, the Company had Federal net operating loss carry forwards of approximately $1,114,602 to reduce future taxable income, which expire after 2031. Interest and penalties on tax deficiencies are classified as income taxes in accordance with ASC Topic 740.

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management cannot conclude it is more likely than not that the Company will realize the benefits of these deductible differences. As such, a valuation allowance has been recorded for 100% of the estimated deferred tax assets.

Allowance for Bad Debts

Management reviews accounts receivable on a regular basis to determine if any receivables will potentially be uncollectible.

As of December 31, 2013 all but $704 in Company receivables has been fully collected, and, accordingly, no allowance for doubtful accounts has been recorded.

Deposits

Deposits consist of a $20,000 bond held by the State of California for plugging and abandonment expenses, and an office lease deposit of $1,300.

Furniture, Fixtures, and Equipment

Furniture, fixtures, and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Accumulated depreciation for the fiscal year ended December 31, 2013 is $2,082, a $155 increase over fiscal year ended December 31, 2012 and the period from Inception to December 31, 2012, respectively.

Leases

The Company conducts its operations from leased facilities. Normally, the Company records rental expense on its operating leases over the lease term as it becomes payable. If rental payments are not made on a straight-line basis, per terms of the agreement, the Company records a deferred rent expense and recognizes the rental expense on a straight-line basis throughout the lease term. Rent expense was $14,400 and $10,800 for the years ended December 31, 2013 and 2012, respectively.

Asset Retirement Obligation

The Company follows the provisions of ASC 410-10, “Asset Retirement and Environmental Obligations,” at such time as it acquires or drills oil and gas wells. The estimated fair value of the future costs associated with the dismantlement, abandonment, and restoration of oil and gas properties is recorded when incurred, generally upon acquisition or commencement of drilling of a well. The estimated costs are discounted to present values using a credit adjusted risk free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset will be depleted on the units-of-production method. The associated liability is classified in other long-term liabilities in the accompanying consolidated balance sheets. The liability will be periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements. Accretion expense of $9,436 is recorded as a component of leasehold costs in the accompanying statement of operations for the year ended December 31, 2013. $622 accretion expense was incurred as of December 31, 2012.

F-10

Revenue Recognition

The Company is in the development stage and currently does not have incoming revenue.

Stock Option Plan

On December 12, 2012, the Board of Directors of the Company approved and adopted the terms and provisions of a 2012 Stock Option Plan (“Plan”) for the Company. An aggregate of 2,000,000 shares of the Company’s common stock are initially reserved for issuance upon exercise of nonqualified and/or stock options which may be granted under the 2012 Stock Option Plan. A total of 850,000 options were issued in 2013. 196,618 warrants were issued in 2013, leaving the Company 953,382 shares remaining in the Plan at December 31, 2013.

Fair Value Measurements

The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or

Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

ASC 820 requires financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

In accordance with the accounting guidance, the company has measured its asset retirement obligation using level 3 inputs using (1) the estimated current cost of abandoning the well, (2) the estimated life of the well; (3) the estimated inflation rate over the estimated life of the well; and (4) and a discount to present value using an estimate of the Company’s credit-adjusted interest rate. As discussed in Note 4, the estimated fair value of the Company’s asset retirement obligation is $94,042 at December 31, 2013. The Company re-evaluated its initial asset retirement obligation in the quarter ending June 30, 2013 realizing an increase in its asset retirement obligation for Well 77-20 of $32,635 in its evaluation of December 31, 2012.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenditures, and short-term liabilities. The fair value of these financial instruments approximates the book value due to the short-term nature of these balances.

F-11

Commitments and Contingent Liabilities

The Company is engaged in oil and gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to the drilling of oil and gas wells and the operations. In the Company’s acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. Management believes its properties are operated in conformity with local, state, and federal regulations. No claim has been made, nor is the Company aware of any uninsured liability which the Company may have, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations.

The Company is contingently liable for all of the asset retirement costs associated with the Pass Exploration 77-20 well, as opposed to its 75% working interest share of such costs. The asset retirement obligation has been calculated using the Company’s share of 75% of the working interest in the leased property. Pursuant to the Farm-In, the Company is contingently liable for 100% of the asset retirement obligation related to the Pass Exploration 77-20 well if the well proves to be incapable of producing oil or gas in commercial quantities. This well was in the drilling process as of December 31, 2013.

Financial Statement Consolidation

The Company consolidates all financial reporting entities. The purpose of consolidated financial statements is to present, primarily for the benefit of the owners and creditors of the parent, the results of operations and the financial position of a parent and all its subsidiaries as if the consolidated group were a single economic entity. There is a presumption that consolidated financial statements are more meaningful than separate financial statements and that they are usually necessary for a fair presentation when one of the entities in the consolidated group directly or indirectly has a controlling financial interest in the other entities.

Subsidiary

NAMG has one “wholly-owned subsidiary” Lani LLC. It acquired this subsidiary through the merger on November 20, 2012.

Segment Reporting

In accordance with FASB ASC No. 280, Segment Reporting the Company has evaluated how it is organized and managed and has identified only one operating segment, which is the exploration and development of oil and gas producing properties.

Earnings (Loss) Per Share

Earnings per share is calculated in accordance with FASB ASC No. 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding, which were 61,114,602 for the year ended December 31, 2013. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Due to the reported losses, inclusion of common stock equivalents would be anti-dilutive.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying financial statements to maintain consistency between periods presented. The reclassifications had no impact on net income (loss) or shareholders’ equity (deficit).

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact of the Company’s financial condition or results of its operations. Various accounting standards and interpretations were issued in. The Company has evaluated the recently issued accounting pronouncements that are effective in 2013 and believe that none of them will have a material effect on the Company’s financial position, results or operations, or cash flows when adopted.

F-12

NOTE 5 – OIL AND GAS PROPERTIES

The Company signed a prospect agreement with Solimar Energy LLC (Solimar) in June 2011, granting Solimar the option to acquire 35% of the Company’s 40% working interest in Tejon Footwall Proper as well as 50% working interest in any and all acquisitions in the Tejon Extension area. In exchange, Solimar agreed to pay a $200,000 prospect fee and was to commence drilling on an exploratory well no later than March 31, 2012. This agreement was voided on August 6, 2012, resulting in a Modified Agreement described below.

In August 2012, the Company signed a Purchase and Sale Agreement with Neon Energy assigning the Company Neon Energy’s 20% interest in the Tejon Footwall Proper, along with operatorship. The cost of this exchange to the Company was $60,000.

On August 6, 2012, the Company signed a Modified Agreement with Solimar to assign 17.5% interest in the Tejon Footwall Proper to Solimar. This agreement provides the Company with operatorship of shallow drilling on the leasehold, while allowing Solimar operatorship on deep drilling on this same leasehold. Under the original agreement, Solimar paid the Company a $200,000 prospect fee, which was recorded at $76,524 of cost recovery of the Company’s capitalized undeveloped leasehold costs related to the Tejon Footwall Proper prospect, and $123,476 gain on conveyance of working interests.

On November 13, 2012, NAMG entered into a Farm-In Agreement (“Farm-In”) with Avere Energy Corp, a Delaware corporation (“Avere”) to develop leaseholds in the San Joaquin Basin. Avere was assigned a 25% working interest in the Tejon Ranch Extension leases, a 21.25% interest in the Tejon Main Area leases, and a 50% working interest in the White Wolf lease. Pursuant to the Farm-In, Avere’s obligation was to transfer $2,200,000 for use in NAMG’s operations. These operations include 100% of the working interest costs associated with drilling and testing one (1) exploration well in the Tejon Extension area (in an amount up to a maximum of $1,300,000), $347,500 to secure additional leaseholds in the White Wolf prospect area, and $552,500 to drill a well in the Tejon Main lease area.

The Farm-In was amended on March 4, 2013. The amendment corrected an administrative error in Section 1.3(d)(ii) of the Farm-in to provide that Avere shall provide NAMG with $347,500 to be used for delay rentals or leasing new acreage in White Wolf. The Farm-In incorrectly stated the amount for White Wolf operations at $647,500. In addition, the wording of Section 1.3(f) of the Agreement had indicated that a $500,000 purchase of common stock by East/West petroleum at $.10 per share was to be exclusively used for White Wolf acquisition purchases. The amendment to the Farm-In allow for more flexibility of use of this capital to include working on existing projects (including the Tejon Main Area and the Tejon Ranch Extension).

On August 1, 2013 the Company and Avere entered into a Purchase and Sale Agreement with Solimar to purchase an additional interest in the Tejon Main leaseholds. This Agreement resulted in the Company retaining 40% working interest in the Tejon Main Lease, with Avere holding a 50% working interest, and Solimar holding a 10% working interest.

Combined, the Company at December 31, 2013 has over 174 leaseholds in the San Joaquin Basin with one to four (4) year terms that expire through December 2017.

Oil and gas properties consist of the following:

	December 31, 2013		December 31, 2012

Oil and Gas Property
Unproved Leaseholds	$	378,478	$	217,347
Asset Retirement Obligation		94,042		61,407

Total Oil and Gas Properties	$	472,520	$	278,754

F-13

NOTE 6 – FURNITURE, FIXTURES AND EQUIPMENT

A summary of our furniture, fixtures and equipment as of December 31, 2013 and 2012 is as follows:

	December 31, 2013			December 31, 2012

Property & Equipment
Office Furniture	$	2,564		$	2,564
Computers		5,394			4,049
Subtotal - Equipment		7,958			6,613
(Less): Accumulated Depreciation		(2,082	)		(1,927	)
Net Furniture, Fixtures and Equipment	$	5,876		$	4,686

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company entered into a short-term loan with ASPS Energy Investments, Ltd. (“ASPS”) owned proportionately 49.5% by Robert Rosenthal (Chief Executive Officer and President), 49.5% by Mario Traviati, and 1% by Calpel LLC (general partner, Robert Rosenthal manager) on September 7, 2012, for the principal sum of $50,000, with interest rate of 3%. The note was due and payable on September 6, 2013, when the outstanding amount of principal and interest amounted to $53,153.49 was due in full. This note has since been converted to Common Stock numbering 200,590 shares, and was approved by the Board of Directors of the Company, per corporate policy under the Corporation rules of the State of Nevada. The original loan was authorized and approved by the Company President.

On November 13, 2012, the Company entered into a Farm-In agreement with Avere Energy Corp (“Avere”), a wholly owned subsidiary of East West Petroleum Corp. Averre Energy Corp's President at the inception of this Agreement was Gregory Renwick, a NAMG board member from November 20, 2012 until December 6, 2013). This Agreement was approved by the President of the Company, and was ratified by a corporate resolution signed by all members of the Board of Directors, per corporate policy under the Corporation rules of the State of Nevada.

According to the provisions of the agreement, Avere was to fund $300,000 for overhead, which was funded at 100% as of May 1, 2013. The Company has repaid through cash and overhead deductions in the amount of $143,390 leaving the debt remaining at December 31, 2013 of $156,610. Additionally, Avere has provided $1,300,000 to finance the drilling of Well 77-20 in exchange for a 25% working interest in the Tejon Extension. Well 77-20 has been drilled, and is currently shut in while reviewing additional testing possibilities. As of December 31, 2013 Avere has contributed $1,337,019 towards Well 77-20, with NAMG’s contribution at $115,275.

Through the Farm-In agreement, Avere is to fund $347,500 in total to acquire the White Wolf Prospect in exchange for a 50% working interest. As of December 31, 2013 NAMG secured 4,663 gross acres, 2,239 net acres, at an average cost per net acre of $135.18. The total costs for the White Wolf leasing acquisition program through December 31, 2013 is $399,823. Avere’s share of these costs at December 31, 2013 is $292,186 leaving a remaining obligation from Avere of $55,314 per this agreement.

On February 1, 2013, the Company entered into a consulting contract with a Board Director, Cosimo Damiano. The consulting contract is for twelve months beginning January 2013 at a rate of $5,000 per month, and covers a variety of consulting activities in the management and operations of the Company. For the twelve (12) month period ending December 31, 2013 the Company incurred consulting fees totaling $60,000, $40,000 of which is included in accounts payable as of December 31, 2013.

On April 1, 2013 Donald Boyd, Operations Manager, and Robert Skerry Hoar, Managing Geologist, agreed to termination of services as full time employees, and signed Consulting Agreement contracts with the Company this same date. The contracts stipulate $5,000 per month fixed compensation for consulting services in the ongoing operations of NAMG.

F-14

NOTE 8 – ASSET RETIREMENT OBLIGATION

Changes in the Company’s asset retirement obligations were as follows:

	December 31, 2013		December 31, 2012

Asset retirement obligation, beginning of period	$	62,029	$	-
Adjustments to Original ARO Asset		32,635		-
Liabilities incurred from new drilling		-		61,407
Accretion expenses		9,436		622

Asset retirement obligation, end of period	$	104,100	$	62,029

NOTE 9 – INCOME TAXES

As of December 31, 2012, and 2013 the Company had deferred tax assets amounting to approximately $142,000 and $813,669, respectively. These tax assets are a result of net operating losses and differences between the book and tax basis in oil and gas properties. A valuation allowance has been established due to the uncertainty of the utilization of the operating losses in future periods. As a result, in both years the deferred tax asset was reduced to zero and no income tax benefit was recorded. The net operating loss carry forwards will begin to expire in 2031.

The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities on the accompanying balance sheets is the result of the following:

	2013			2012
Deferred Tax Assets, Net
Net Operating Loss Carry forward	$	635,240		$	60,400
Basis of Property & Equipment		178,429			81,600
(Less: Valuation Allowance)		(813,669	)		(142,000	)

Total Deferred Income tax asset, Net	$	-		$	-

The provision for income taxes consists of the following components:

	2013			2012
Current Tax Benefit
Federal	$	-		$	27,000
State		-			8,000

		-			35,000

Deferred Tax Benefit
Federal		646,638			83,000
State		167,031			24,000

		813,669			107,000

Valuation Allowance
Federal		(646,638	)		(110,000	)
State		(167,031	)		(32,000	)

		(813,669	)		(142,000	)

Total	$	-		$	-

F-15

NOTE 10 – EQUITY

Pre-Merger

Subsequent to the balance sheet date (merger date) of the Company Calendar Dragon made a series of transactions effecting the common stock of the company.

The Board of Directors of Calendar Dragon and 1 stockholder holding an aggregate of 2,120,0000 shares of common stock issued and outstanding as of September 25 2012, approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the stockholders to the following actions:

An amendment to our Articles of Incorporation to increase the number of shares of authorized common stock from 65,000,000 to 200,000,000;

The approval of a 19-for-1 stock split of the issued and outstanding shares of our common stock;

An amendment to our Articles of Incorporation to increase the number of shares of authorized “blank check” preferred stock from 10,000,000 to 25,000,000; and

An amendment to our Articles of Incorporation to effect a change of our name from “Calendar Dragon Inc.” to “North American Oil & Gas Corp. (the “Name Change”)

As of the record date, Calendar Dragon had 3,795,000 shares of common stock issued and outstanding The voting power representing not let less than 3, 615,001 shares of common sock was required to pass any stockholder resolutions. The consenting stockholder (Bouwee Bekking) was the record and beneficial owner of 2,120,000 shares of common stock, which represented approximately 55.8% of the issued and outstanding shares of Calendar Dragon’s common stock.

The result of the 19-for-1 forward stock split gave Calendar Dragon 72,105,000 shares of issued and outstanding stock.

On November 13, 2012, prior to the merger, a small sale of 700,0000 shares of common stock was issued to Cosimo Damiano, and 100,000 shares of common stock was issued to Richie Khangura. This bought the stock total to 72,905,000.

With the merger of November 16, 2014 th Company repurchased shares of stock from Bouwe Begging of 42,080,000 and exchanged shares of stock for Lani interest amounting to 24, 300,000.

As a result of these pre-merger events the resulting common stock issued and outstanding at time of merger, November 20, 2012 was 55,125,000. Subsequent to the merger an additional 5,000,000 shares of stock were purchased by East West Petroleum, bringing the December 31, 2012 issued and outstanding shares of stock to 60,125,000.

Common Stock

During the year ended December 31, 2013, the Company sold 989,602 shares of common stock for cash. The shares had an aggregate fair value of $625,020 and were sold for between $0.10 and $0.81 per share.

Option Activity

In February 2013, the Company’s board of directors approved a stock option grant to purchase an aggregate of 350,000 shares of common stock to two non-employee consultants. The options are exercisable for a term of ten years at $.70 per share and vest on the date of grant. The grant date value of the options was $368,955. The options were valued using the Black-Scholes model with the following assumptions: 255.02% volatility; 5.00 year estimated life; zero dividends; 0.78% discount rate; and, quoted stock price and exercise price of $.70.

In April 2013, the Company’s board of directors approved a stock option grant to purchase an aggregate of 500,000 shares of common stock to one executive employee. The options are exercisable for a term of ten years at $.80 per share and vest one year from grant date, April 2014. The grant date value of the options was $243,955. The options were valued using the Black-Scholes model with the following assumptions: 255.02% volatility; 5.00 year estimated life; zero dividends; 0.76% discount rate; and, quoted stock price and exercise price of $.80.

F-16

A summary of the Company’s stock option activity and related information is as follows:

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price

Outstanding at January 1, 2013		-	-		-
Granted Options(1)		850,000		5.00		0.76
Exercised		-		-		-
Cancelled/Expired		-		-		-
Outstanding at December 31, 2013		850,000		-		-

Vested and Exercisable at December 31, 2013		350,000		-	$	0.70

_____________

(1)	Includes 350,000 options granted to PacSeis February 18, 2013 at an exercise price of $.70 per share, and options granted to Linda Gassaway, Chief Financial Officer of NAMG April 1, 2013 for an exercise price of $.80 per share.

The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted in the period presented:

	Twelve Months Ended December 31, 2013		Year Ended December 31, 2012

Risk-free interest rate(1)		1.14		-
Expected life (in years)(2)		3.625		-
Expected volatility(3)		225.02		-
Dividend yield		-		-
Weighted-average estimated fair value of options granted during the period		0.795		-

_____________

(1)	The Risk Free Rate is a 5 Year Treasury rate.
(2)	The expected life (in years) is based on the simplified method: Expected term = ((vesting term + original contractual term)/2).

(3)	The expected volatility is based on the volatility weighted average of stock options

F-17

Warrant Activity

In October 2013, the Company’s board of directors approved a stock option warrant to purchase an aggregate of 96,618 shares of common stock to Oel und Erdgazforshung AG. The warrants are exercisable for a term of three years at $1.04 per share and vest on grant date. The grant date value of the warrants was $104,483.

In December 2013, the Company’s board of directors approved a stock option warrant to purchase an aggregate of 100,000 shares of common stock to Oel und Erdgazforshung AG. The warrants are exercisable for a term of three years at $.98 per share and vest on grant date. The grant date value of the warrants was $98,000.

A summary of the Company’s warrant activity and related information is as follows:

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price

Outstanding at January 1, 2013		-	-		-
Granted Warrants (1)		196,618		3.00	$	1.01
Exercised		-		-		-
Cancelled/Expired		-		-		-
Outstanding at December 31, 2013		196,618		-		-

Vested and Exercisable at December 31, 2013		196,618		-	$	1.01

_____________

(1)

F-18

NOTE 1 1 – SUBSEQUENT EVENTS

On January 27, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 854,701 shares of the Company’s common stock for a purchase price of $200,000, and warrants to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $.30 per share. The Warrants are exercisable immediately and expire January 27, 2017.

On February 3, 2014, ASPS elected to convert its $50,000 loan plus interest to date (totaling $52,153) to Two Hundred-thousand, Five Hundred-ninety (200,590) common shares based on the previous days close (Friday, January 31, 2014) of $0.26 per share.

On March 28, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 694,444 shares of the Company’s common stock for a purchase price of $100,000, and warrants to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $.18 per share. The Warrants are exercisable immediately and expire March 28, 2017.

On July 23, 2014, the Company entered into a short-term promissory note (the “Note”) with ASPS Energy Investments Ltd., a company whose voting and investment control is held by Mr. Robert Rosenthal, the Company’s President and Chief Executive Officer. The ASPS Note is for a principal amount of $20,000, bears interest at the rate of 4% per annum, and was payable on or before August 26, 2014. It was paid on September 7, 2014. Mr. Rosenthal’s interest in the ASPS Note is substantially 100% of the balance. The proceeds from the ASPS Note were used for the Company’s general business purposes.

On August 12, 2014 the Company entered into a Securities Purchase Agreement with WHC Capital, LLC. (“the Investor”). The Securities Purchase Agreement provides the Company with a note in the principal amount of $210,000 and offers warrants, expiring thirty-six months from the execution of the Agreement and exercisable into 500,000 common shares of the Company’s Common Stock at $0.15 per share.

F-19

Attached files

North American Oil & Gas Corp. Reports

Also read