Attached files

file filename
EX-10.1 - AMENDMENT NO. 2 TO AGREEMENT WITH GULF SOUTH HOLDING, INC. - Amazing Energy Oil & Gas, Co.exh10-1.htm




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

FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
July 21, 2016 (April 20, 2016)

AMAZING ENERGY OIL AND GAS, CO.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

000-52392
(Commission File No.)

701 S Taylor Street
Suite 470, LB 113
Amarillo, Texas 79101
(Address of principal executive offices and Zip Code)

(855) 448-1922
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 

This Amended Form 8-K amends Item 1.01 our Form 8-K filed with the SEC on April 20, 2016.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 15, 2016, we entered into an agreement with Gulf South Holding, Inc. ("GSHI") to acquire all the outstanding shares of common stock of Gulf South Securities, Inc., an SEC, FINRA registered broker-dealer locate in Gig Harbor, Washington in exchange for 5,349,153 shares of our common stock and 2,674,576 stock purchase warrants.  The agreement also contains provisions the issuance of Series A Preferred Stock and Series B Preferred Stock with provisions for the conversion and redemption of the same.  Further, the agreement contains other provisions with respect to converting certain debts to equity positions.  Delaney Equity Group, LLC ("Delaney") will receive 250,000 restricted shares of our common stock for its involvement with this transaction pursuant to our agreement with Delaney dated September 11, 2015 which is filed as Exhibit 10.17 to our Form 10-Q for the quarter ended January 31, 2016.

On April 28, 2016, we amended the foregoing agreement by extending the Closing date to May 2, 2016.  No other provisions of the agreement were amended.

On July 18, 2016, we amended the foregoing agreement by increasing the number of shares of common stock being issued to Seller from 5,349,153 shares of common stock to 5,373,528 shares of common stock and increasing the number of votes per share of the Series A Preferred Stock from 1,000 votes per share to 10,000 votes per share.

On April 15, 2016, we entered into an agreement with Jed Miesner, our president, to acquire all of his interest (100% of the total outstanding shares of common stock) of Jilpetco, Inc., a Texas corporation ("Jilpetco") in consideration of $500,000.00.  Jilpetco is engaged in the business of operating and providing oilfield services to oil and gas properties.  As a result, Jilpetco will become our wholly owned subsidiary corporation.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.
Document Description
   
10.1
Amendment No. 2 to Agreement with Gulf South Holding, Inc.



-2-




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated this 21st day of July, 2016.

 
AMAZING ENERGY OIL AND GAS, CO.
     
     
 
BY:
TIMOTHY FLANAGAN
   
Timothy Flanagan, President










-3-