American Oil & Gas Inc. - FORM 10-Q - April 11, 2018

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EX-32.2 - American Oil & Gas Inc.ex32-2.htm
EX-32.1 - American Oil & Gas Inc.ex32-1.htm
EX-31.2 - American Oil & Gas Inc.ex31-2.htm
EX-31.1 - American Oil & Gas Inc.ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
FORM 10-Q
 
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2016
 
Commission file number 333-180164
 
 
AMERICAN OIL & GAS INC.
 (Exact name of registrant as specified in its charter)
 
Nevada
 (State or other jurisdiction of incorporation or organization)
 
2100 West Loop South, Suite 700
Houston, TX  77027
(Address of principal executive offices, including zip code.)

(832) 510-8950
 (Telephone number, including area code)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [  ] NO [X]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [  ] NO [X]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  [  ]
Accelerated filer  [   ]
   
Non-accelerated filer  [  ]
Smaller reporting company  [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  20,000,000 shares as of April 10, 2018
 
 
 
Page
   
PART I – FINANCIAL INFORMATION
 
Item 1.    Condensed Financial Statements
3
Item 2.    Management’s Discussion and Analysis or Plan of Operation
8
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
9
Item 4.    Controls and Procedures
9
   
PART II – OTHER INFORMATION
 
Item 1.    Legal Proceedings
10
Item 1A. Risk Factors
10
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
10
Item 3.    Defaults Upon Senior Securities
10
Item 4.    Mine Safety Disclosures
10
Item 5.    Other Information
10
Item 6.    Exhibits
11
 
 
2
 
 
ITEM 1.  FINANCIAL INFORMATION

AMERICAN OIL & GAS INC.
Condensed Balance Sheets


   
(Unaudited)
        
   
As of
    
As of
  
   
October 31, 2016
    
January 31, 2016
  
ASSETS
            
             
Current Assets
            
Cash
  
$
-
    
$
-
  
Total Current Assets
    
-
      
-
  
                 
Total Assets
  
$
-
    
$
-
  
                 
LIABILITIES & STOCKHOLDERS' DEFICIT
                
                 
Current Liabilities
                
Accounts Payable
  
$
10,415
    
$
10,415
  
Loan Payable - Related Party
    
40,249
      
40,249
  
                 
Total Current Liabilities
    
50,664
      
50,664
  
                 
Commitments and Contingencies
                
                 
Stockholders' Deficit
                
Common stock, $0.001 par value, 75,000,000 shares authorized;
                
20,000,000 shares issued and outstanding as of October 31, 2016 and January 31, 2016
  
$
20,000
    
$
20,000
  
Additional Paid-In Capital
    
40,000
      
40,000
  
Accumulated deficit
    
(110,664
)
    
(110,664
)
Total Stockholders' Deficit
    
(50,664
)
    
(50,664
)
 
                
Total Liabilities & Stockholders' Deficit
  
$
-
    
$
-
  


 
 
The Accompanying Notes are an Integral Part of These Financial Statements
 
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AMERICAN OIL & GAS INC.
Condensed Statements of Operations
(Unaudited)
 
 
   
Three Months
    
Three Months
    
Nine Months
    
Nine Months
  
   
ended
    
ended
    
ended
    
ended
  
   
October 31, 2016
    
October 31, 2015
    
October 31, 2016
    
October 31, 2015
  
                         
Revenues
  
$
-
    
$
-
    
$
-
    
$
-
  
                                 
Expenses
                                
General and Administration
    
-
      
-
      
-
      
2,039
  
Bad Debt
    
-
      
-
      
-
      
14,714
  
Professional Fees
    
-
      
-
      
-
      
5,653
  
Total Expenses
    
-
      
-
      
-
      
22,405
  
                                 
Net Ordinary Income
    
-
      
-
      
-
      
(22,405
)
                                 
Other Income
                                
Debt Forgiveness
    
-
      
5,533
      
-
      
5,533
  
Total Other Income
    
-
      
5,533
      
-
      
5,533
  
                                 
                                 
Net (Loss)
  
$
-
    
$
5,533
    
$
-
    
$
(16,872
)
                                 
Net Loss Per Basic and Diluted share
  
$
-
    
$
0.00
    
$
-
    
$
-
  
                                 
Weighted average number of Common Shares outstanding
    
20,000,000
      
20,000,000
      
20,000,000
      
20,000,000
  
 
 
 
 
The Accompanying Notes are an Integral Part of These Financial Statements
 
4

AMERICAN OIL & GAS INC.
Statements of Cash Flows
(Unaudited)
 

   
Nine Months
    
Nine Months
  
   
ended
    
ended
  
   
October 31, 2016
    
October 31, 2015
  
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net (loss)
  
$
-
    
$
(16,872
)
Adjustments to reconcile net loss to net cash  provided by (used in) operating activities:
                
Changes in operating assets and liabilities:
                
Accounts Payable
    
-
      
(1,630
)
Note Recievable
     -       14,714  
Net cash (used in) operating activities
    
-
      
(3,788
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
Net cash provided by investing activities
    
-
      
-
  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
Loan Payable - Related Party
    
-
      
3,248
  
Net cash provided by financing activities
    
-
      
3,248
  
                 
Net (decrease) in cash
    
-
      
(540
)
                 
Cash at beginning of period
    
-
      
540
  
                 
Cash at end of period
  
$
-
    
$
-
  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                
                 
Cash paid during year for :
                
Interest
  
$
-
    
$
-
  
                 
Income Taxes
  
$
-
    
$
-
  

 
 
 
The Accompanying Notes are an Integral Part of These Financial Statements

 
5
 
AMERICAN OIL & GAS INC.
Notes to Condensed Financial Statements
October 31, 2016
(Unaudited)


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

American Oil and Gas Inc. (the Company) was incorporated under the laws of the State of Nevada on January 23, 2012.  The Company was formed to engage in the acquisition, exploration and development of oil and gas properties.

The Company is in the exploration stage. The Company currently does not operate any properties.  The Company has not commenced any exploration activities.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a January 31, year-end.

The accompanying unaudited interim financial statements of American Oil & Gas Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3. GOING CONCERN

As of October 31, 2016, the Company has generated limited revenue and has accumulated losses since inception. The Company's ability to raise additional capital through the future issuances of common stock is unknown. Securing additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.
 

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AMERICAN OIL & GAS INC.
Notes to Condensed Financial Statements
October 31, 2016
(Unaudited)

NOTE 4. RECENT ACCOUNTING PRONOUCEMENTS

The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company’s financial statements.
 
NOTE 5. RELATED PARTY TRANSACTIONS

The officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities.  The Company has not formulated a policy for the resolution of such conflicts.

As of October 31, 2016, $3,500 is owed to Shane Reeves, President and $36,749 is owed to Robert Gelfand, a major shareholder, from funds loaned by them to the Company and are non-interest bearing with no specific repayment terms.

NOTE 6. SUBSEQUENT EVENTS

In January 2017, Robert Gelfand, a major shareholder, paid $1,475 on behalf of the Company for Nevada state filings and delinquency fees to bring the Company current.  The funds paid by him are were recorded as a note payable, are non-interest bearing and have no specific repayment terms.

On June 13, 2017, Ronald Pantin Carvallo was appointed CEO and a director.  Shane Reeves resigned as CEO, but remained as CFO and President.
 
Ronald Pantin Carvallo was the co-founder, Chief Executive Officer and Executive Director of Pacific Exploration & Production until the end of November 2016.  Mr. Pantin worked in the Venezuelan oil industry for twenty-three years prior to his appointment as CEO of Pacific Rubiales in 2007.  He held numerous positions at Petróleos de Venezuela (PDVSA), including Vice Chairman of Corpoven, Vice President of PDVSA E&P, President of CVP, President of PDVSA Exploration, President of PDVSA Servicios, and Executive Vice President of PDVSA Oil & Gas. Immediately after PDVSA, Mr. Pantin joined Enron Venezuela as its President. Mr. Pantin holds two bachelor degrees in Petroleum Engineering and Management Science from Mississippi State University with the highest distinction in 1975, and two M.Sc. In Petroleum Engineering and Industrial Engineering from Stanford University in 1977.  He is a member of the Board of Directors of several international companies in the energy and mining sector.  Mr. Pantin has been awarded several internationals awards: “Latin Trade, Pioneering CEO of the year 2010”, "SPE Leadership, growth and performance Colombia SPE 2010”, "SPE Young Professional Colombia 2009".

The Company has evaluated events subsequent to the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that, other than the event noted above, no subsequent events occurred that require recognition or disclosure in the financial statements.
 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

Results of Operations

We are still in our exploration stage and have generated $3,918 in revenues to date.

We incurred no operating expenses or revenues for the three-month periods ended October 31, 2016 and 2015.

Our net loss for the three months ended October 31, 2016 and 2015 was $0.

We incurred no operating expenses or revenues for the nine-month period ended October 31, 2016.  We incurred operating expenses of $22,405 for the nine-month period ended October 31, 2015.  For the nine-months ended October 31, 2015 our expenses consisted of $2,039 in general operating expenses, $5,653 in professional fees and $14,714 in a bad debt expense.

Our net loss for the nine months ended October 31, 2016 was $0.  Our net loss for the nine months ended October 31, 2015 was $16,872 due to a debt forgiveness of $5,533.

Liquidity and Capital Resources

We had no cash at October 31, 2016 and there were outstanding liabilities of $50,664.  Our cash balance is not sufficient to cover the expenses we will incur during the next twelve months, we will require revenues from operations or loans from our director in order to continue.  We are an exploration stage company and have generated $3,918 in revenue from inception to October 31, 2016.

As of October 31, 2016, $3,500 is owed to Shane Reeves, President and $36,749 is owed to a major shareholder, from funds loaned by them to the Company and are non-interest bearing with no specific repayment terms.
 
Plan of Operation

In order to achieve our business plan goals, we must find another lease and will need to realize revenue from oil & gas sales.  We are an exploration stage company and have generated $3,918 in revenue to date.  We have sold $60,000 in equity securities to pay for our start-up operations.

There is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate sufficient revenues from oil & gas sales.  There is no assurance we will ever reach that point.  In the meantime, the continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.
 
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Our plan of operation is to search for appropriate oil and gas leases.  In addition to the cost of any potential property lease, we anticipate spending $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,125 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $50,000.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we will need to realize revenue from our oil & gas sales.  If we do not realize revenues we believe that our current cash balance will allow us to operate for approximately nine months.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2016

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
 
Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended October 31, 2016, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.
 

9
 
PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
Our Company is not involved in any material litigation and we are unaware of any threatened material litigation.  From time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.
 
ITEM 1A. RISK FACTORS
 
Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
There were no defaults upon senior securities during the period ended October 31, 2015.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6. EXHIBITS
 
The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-180164, at the SEC website at www.sec.gov:

Exhibit No.
  
Description
     
3.1
  
Articles of Incorporation*
3.2
  
Bylaws*
31.1
  
Sec. 302 Certification of Principal Executive Officer
31.2
  
Sec. 302 Certification of Principal Financial Officer
32.1
  
Sec. 906 Certification of Principal Executive Officer
32.2
  
Sec. 906 Certification of Principal Financial Officer
101
  
Interactive data files pursuant to Rule 405 of Regulation S-T

 
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SIGNATURES

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

   
American Oil & Gas Inc.
   
Registrant
     
     
Date April 10, 2018
  
By: /s/ Ronald Pantin Carvallo
  
   
Ronald Pantin Carvallo, Chief Executive Officer  and Director
     
     
Date April 10, 2018
  
By: /s/ Shane Reeves
  
   
Shane Reeves, Chief Financial and Accounting Officer and  Director
 
 
 
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American Oil & Gas Inc. Reports