☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31. 2015
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Nevada
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82-0290112
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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NONE
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COMMON STOCK
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-accelerated Filer
(Do not check if a smaller reporting company)
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☐
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Smaller Reporting Company
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☒
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Page
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3 | ||
6 | ||
Item 1
.
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Business.
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6 |
Item 1A
.
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Risk Factors.
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15 |
Item 1B
.
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Unresolved Staff Comments.
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15 |
Item 2
.
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Properties.
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16 |
Item 3
.
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Legal Proceedings.
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16 |
Item 4
.
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Mine Safety Disclosures.
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21 |
22 | ||
Item 5
.
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Market for the Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.
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22 |
Item 6
.
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Selected Financial Data.
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23 |
Item 7
.
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Management's Discussion and Analysis of Financial Condition and Results of Operation.
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23 |
Item 7A
.
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Quantitative and Qualitative Disclosures About Market Risk.
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30 |
Item 8
.
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Financial Statements and Supplementary Data.
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30 |
Item 9
.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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49 |
Item 9A
.
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Controls and Procedures.
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50 |
Item 9B
.
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Other Information.
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51 |
51 | ||
Item 10
.
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Directors, Executive Officers and Corporate Governance.
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51
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Item 11
.
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Executive Compensation.
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55
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Item 12
.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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56
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Item 13
.
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Certain Relationships and Related Transactions, and Director Independence.
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57
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Item 14
.
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Principal Accountant Fees and Services.
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58
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59 | ||
Item 15
.
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Exhibits and Financial Statement Schedules.
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59
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61
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||
62
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Mmcf
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Million cubic feet of gas.
|
||
Play
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A set of known or postulated oil and/or gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, migration pathways, timing, trapping mechanism and hydrocarbon type.
|
||
Productive well
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An exploratory, development or extension well that is not a dry well.
|
||
Proved developed producing reserves
|
Proved developed oil and gas reserves that are expected to be recovered:
|
||
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(i)
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Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
|
|
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(ii)
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Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
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Proved oil and gas reserves
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Has the meaning given to such term in Rule 4-10(a)(22) of Regulation S-X, as follows:
|
||
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
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|||
(i)
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The area of the reservoir considered as proved includes:
|
||
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(A)
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The area identified by drilling and limited by fluid contacts, if any, and
|
|
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(B)
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Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geosciences and engineering data.
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|
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(ii)
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In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geosciences, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
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·
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Uncertainties in drilling, exploring for and producing oil and gas;
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·
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Oil and gas prices;
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·
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Overall United States and global economic and financial market conditions;
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·
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Domestic and foreign demand and supply for oil, gas and the products derived from such hydrocarbons;
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·
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The willingness and ability of the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain oil price and production controls;
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·
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Our ability to obtain additional financing necessary to fund our operations and capital expenditures and to meet our other obligations;
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·
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The effects of government regulation and permitting and other legal requirements, including laws or regulations that could restrict or prohibit hydraulic fracturing;
|
·
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Disruption of credit and capital markets;
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·
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Disruptions to, capacity constraints in or other limitations on the pipeline systems that deliver our oil, and gas and other processing and transportation considerations;
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·
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Marketing of oil and gas;
|
·
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High costs, shortages, delivery delays or unavailability of drilling and completion equipment, materials, labor or other services;
|
·
|
62% oil and 38% gas;
|
·
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79% proved developed;
|
·
|
Reserve life of approximately 26.5 years :
|
·
|
Standardized measure of non-discounted future net cash flows of $ 17,568,310
|
·
|
and PV-10 of $ 12,635,730
|
·
|
Drilling and producing in lower risk, lower cost, shallow formations versus drilling in higher risk, higher cost, deep formations. Given the current relative low price for oil, we believe that we have a competitive advantage over higher risk, high cost, and deeper shale drilling operations. Most of our current wells are drilled and completed for around $400,000 at depths of around 2,000 feet.
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·
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Experienced management team and low overhead expenses. Our management team has many years of experience in the oil and gas industry throughout Texas. Also, the Company strives to keep drilling, completion, operating expenses and general overhead to a minimum, while also providing quality services.
|
·
|
Completion of the reverse merger between Amazing Energy Oil and Gas, Co. (formerly Gold Crest Mines, Inc.) and Amazing Energy, Inc. Also we listed the Company's stock for trading on the OTCQX Exchange.
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·
|
Production growth. Gross production for fiscal 2015 totaled 37,460 BOE, compared to 36,003 BOE in fiscal 2014, a 4% increase. Production for fiscal 2015 was 55% oil and 45% natural gas.
|
·
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Reserve growth. In fiscal 2015, our estimated net proved reserves increased 26.5%, or 120,665 BOE to 576,040 BOE from 455,375 BOE. Our proved reserves at fiscal year-end 2015 were 62% oil and 38% natural gas, compared to 61% oil and 39% natural gas at year-end 2014.
|
·
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Require the acquisition of various permits before drilling begins;
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·
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Require the installation of expensive pollution controls or emissions monitoring equipment;
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·
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Restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and gas drilling, completion, production, transportation and processing activities;
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·
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Suspend, limit or prohibit construction, drilling and other activities in certain lands lying within wilderness, wetlands, endangered species habitat and other protected areas; and
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·
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Require remedial measures to mitigate and remediate pollution from historical and ongoing operations, such as the closure of waste pits and plugging of abandoned wells.
|
|
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Proved Reserves (BOE)
|
||||||||||||
July 31,
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||||||||||||
2015
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2014
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2013
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||||||||||
Proved developed
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457,852
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329,785
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698,791
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|||||||||
Proved undeveloped
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118,188
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125,590
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231,221
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|||||||||
Total
|
576,040
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455,375
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930,012
|
|||||||||
Precent of total proved resources | 100% |
100%
|
100%
|
July 31,
|
||||
2015
|
||||
PV-10
|
$
|
12,635,730
|
||
Present value of future income tax discounted at 10%
|
(4,786,023
|
)
|
||
Standardized measure of discounted future net cash flows
|
$
|
7,849,707
|
Years Ended July 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Production
|
||||||||||||
Oil (Bbls)
|
12,127
|
11,631
|
4,642
|
|||||||||
Gas (MCF)
|
65,096
|
98,915
|
11,999
|
|||||||||
Total BOE
|
22,976
|
28,117
|
6,642
|
|||||||||
Total average barrels of oil per day
|
63
|
77
|
18
|
|||||||||
Average prices
|
||||||||||||
Oil (Bbls)
|
$
|
57.06
|
$
|
93.57
|
$
|
90.00
|
||||||
Gas (Mcf)
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$
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2.09
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$
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3.50
|
$
|
4.00
|
||||||
Total per BOE
|
$
|
57.41
|
$
|
94.15
|
$
|
90.67
|
Years Ended July 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Development wells:
|
||||||||||||
Productive
|
2
|
2
|
7
|
|||||||||
Dry
|
-
|
-
|
1
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Well
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Working
|
||||
Name
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Interest
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Status
|
|||
WWJD 1
|
100.00%
|
Shut in: Awaiting re-frac
|
|||
WWJD 4
|
100.00%
|
Producing well
|
|||
WWJD 5
|
100.00%
|
Producing well
|
|||
WWJD 6
|
100.00%
|
Shut in: Awaiting re-frac
|
|||
WWJD 7
|
100.00%
|
Shut in: Awaiting re-frac
|
|||
WWJD 8
|
100.00%
|
Producing well
|
|||
WWJD 9
|
100.00%
|
Producing well
|
|||
WWJD 10
|
100.00%
|
Shut in: Awaiting re-frac
|
|||
WWJD 11
|
100.00%
|
Producing well
|
|||
WWJD 12
|
100.00%
|
Producing well
|
|||
WWJD 13
|
40.00%
|
Producing well
|
|||
WWJD 14
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40.00%
|
Producing well
|
|||
WWJD B-1
|
49.50%
|
Producing well
|
|||
WWJD B-2
|
49.50%
|
Producing well
|
|||
WWJD B-3
|
49.50%
|
Producing well
|
|||
WWJD C-1
|
50.00%
|
Producing well
|
|||
WWJD C-2
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50.00%
|
Producing well
|
|||
WWJD C-3
|
50.00%
|
Producing well
|
|||
WWJD C-4
|
50.00%
|
Producing well
|
|||
Producing wells
|
15
|
||||
Shut-in wells
|
4
|
||||
Total wells
|
19
|
·
|
On March 28, 2011 the Company executed a Master Earn-In agreement with North Fork to explore for gold deposits on Kisa's claim blocks. Work completed by North Fork over the 2010 through 2014 seasons comprised the following;
|
·
|
Rock chip and soil sampling, as well as mapping at Luna
|
·
|
Re-assay of drill core from Kisa
|
·
|
Work on compiling data for a National Instrument 43-101.
|
·
|
The following is work that is proposed by North Fork for the 2014 exploration season;
|
·
|
Complete detailed geophysical surveys at Luna
|
·
|
Grid soil geochemistry at Luna
|
·
|
Diamond drilling under high grade mineralization at Luna and also testing the parallel structures
|
·
|
Mapping and prospecting on claim blocks such as Kisa, Gold Lake and AKO
|
Price Per Share
|
||||||||
High Bid
|
Low Bid
|
|||||||
Fiscal Year Ending July 31, 2015
|
||||||||
First quarter
|
$
|
1.40
|
$
|
0.52
|
||||
Second quarter
|
1.99
|
0.80
|
||||||
Third quarter
|
2.80
|
0.88
|
||||||
Fourth quarter
|
1.34
|
0.90
|
||||||
Fiscal Year Ending July 31, 2014
|
||||||||
First quarter
|
$
|
0.80
|
$
|
0.40
|
||||
Second quarter
|
0.80
|
0.34
|
||||||
Third quarter
|
0.60
|
0.28
|
||||||
Fourth quarter
|
0.96
|
0.40
|
·
|
Entering into and completing a "reverse merger" between Gold Crest Mines, Inc. and Amazing Energy Inc. During this process, the name of Gold Crest Mines, Inc. was changed to "Amazing Energy Oil and Gas, Co."
|
·
|
Drill and complete two commercial oil and gas wells in the Queens Formation, and a third well was drilled during the fiscal year and completed subsequent to July 31, 2015.
|
·
|
Increased our net proved reserves from approximately 274,770 barrels of oil and approximately 1,055,570 thousand cubic feet of gas as of July 31, 2014 to approximately 357,290 barrels of oil and 1,312,500 thousand cubic feet of gas as of July 31, 2015.
|
·
|
Even though the price of oil decreased substantially during the past fiscal year, the discounted net present value (NPV10%) of our proved reserves increased slightly from $12,379,080 as of July 31, 2014, to $12,635,730 as of July 31, 2015.
|
Number of
|
||||
Producing Wells
|
||||
Wells with 100% working interest ownership
|
6
|
|||
Wells with 50% working interest ownership
|
4
|
|||
Wells with 49.5% working interest ownership
|
3
|
|||
Wells with 40% working interest ownership
|
2
|
|||
Total producing wells
|
15
|
·
|
A decrease in the depleted base of $8,593,788 as of July 31, 2014 to $7,810,958 as of July 31, 2015.
|
·
|
The percentage of depletion rate decreased from 6% as of fiscal 2014 to 4% as of fiscal 2015.
|
·
|
The average price of oil and gas that was used in the reserve report calculations decreased as follows:
|
Fiscal Year Ended
July 31,
|
Average Price of Oil Per Barrel
|
Average Price of Gas per Mcf
|
||
2014
|
$96.52
|
$4.20
|
||
2015
|
$67.65
|
$3.25
|
July 31, 2015
|
July 31, 2014
|
Increase (Decrease)
|
% Change
|
|||||||||||||
Cash
|
$
|
97,531
|
$
|
434,619
|
$
|
(337,088
|
)
|
(78
|
%)
|
|||||||
Current assets
|
227,739
|
669,217
|
(441,478
|
)
|
(66
|
%)
|
||||||||||
Total assets
|
6,414,576
|
6,941,185
|
(526,609
|
)
|
(8
|
%)
|
||||||||||
Current liabilities
|
1,281,281
|
676,653
|
604,628
|
89
|
%
|
|||||||||||
Total liabilities
|
4,370,994
|
3,911,326
|
459,668
|
12
|
%
|
|||||||||||
Working capital
|
$
|
(1,053,542
|
)
|
$
|
(242,034
|
)
|
$
|
(811,508
|
)
|
(335
|
%)
|
1)
|
Cash decreased by $337,088
|
2)
|
Oil and gas receivables decreased by $122,920
|
3)
|
Related party payables increased by $396,324
|
July 31,
|
July 31,
|
Increase
|
||||||||||
2015
|
2014
|
(Decrease)
|
||||||||||
Net cash provided by (used in)
|
||||||||||||
operating activities
|
$
|
(154,893
|
)
|
$
|
131,976
|
$
|
(286,869
|
)
|
||||
Net cash (used in) investing
|
||||||||||||
activities
|
$
|
(247,238
|
)
|
$
|
(1,039,861
|
)
|
$
|
(792,623
|
)
|
|||
Net cash provided by financing
|
||||||||||||
activities
|
$
|
65,043
|
$
|
17,500
|
$
|
47,543
|
Net Reserves
|
Cash Flows
|
|||||||||||||||
Oil
|
Gas
|
Non
|
Discounted
|
|||||||||||||
(BO)
|
(Mcf)
|
Discounted
|
at 10%
|
|||||||||||||
As of July 31, 2014
|
277,600
|
1,066,650
|
$
|
17,618,270
|
$
|
12,379,080
|
||||||||||
As of July 31, 2015
|
357,290
|
1,312,500
|
$
|
17,568,310
|
$
|
12,635,730
|
1)
|
Earn a 25% carried working interest by drilling multiple wells with investor funds.
|
2)
|
Acquire the company's related service and operating company Jilpetco, Inc. as a subsidiary corporation.
|
|
Index
|
|
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||
(FORMERLY GOLD CREST MINES, INC.)
|
||||||||
July 31,
|
July 31,
|
|||||||
2015
|
2014
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
97,531
|
$
|
434,619
|
||||
Prepaid expenses
|
18,530
|
-
|
||||||
Oil and gas receivables, related party
|
111,678
|
234,598
|
||||||
Total current assets
|
227,739
|
669,217
|
||||||
Property, plant, and equipment, net of accumulated depreciation of
|
||||||||
$12,399 and $10,828, respectively
|
25,150
|
59,917
|
||||||
Mineral property
|
3,314
|
-
|
||||||
OIL AND GAS PROPERTIES, full cost method:
|
||||||||
Evaluated properties, net of accumulated depletion of $873,027 and
|
||||||||
$566,882, respectively
|
6,131,752
|
6,185,430
|
||||||
Other assets
|
26,622
|
26,621
|
||||||
Total Assets
|
$
|
6,414,577
|
$
|
6,941,185
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
38,449
|
$
|
-
|
||||
Accounts payable, related party
|
203,939
|
145,176
|
||||||
Accrued liabilities
|
76,447
|
6,805
|
||||||
Interest payable, related party
|
343,219
|
112,259
|
||||||
Short-term convertible debt, related party
|
519,014
|
412,413
|
||||||
Loan and deposit from Afranex
|
100,213
|
-
|
||||||
Total current liabilities
|
1,281,281
|
676,653
|
||||||
LONG TERM LIABILITIES:
|
||||||||
Asset retirement obligation
|
240,254
|
278,612
|
||||||
Long-term convertible debt, related party
|
2,849,459
|
2,956,061
|
||||||
Total long-term liabilities
|
3,089,713
|
3,234,673
|
||||||
Total Liabilities
|
4,370,994
|
3,911,326
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 7 )
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, no par value per share, 10,000,000 shares authorized,
|
||||||||
no and 4,987,027 shares issued and outstanding, respectively
|
-
|
49,870
|
||||||
Common stock, $0.001 par value per share, 3,000,000,000 shares
|
||||||||
authorized, 53,441,528 and 10,249,088 issued and outstanding
|
||||||||
respectively
|
53,442
|
10,249
|
||||||
Treasury stock
|
-
|
(90,998
|
)
|
|||||
Additional paid-in capital
|
20,480,686
|
6,467,291
|
||||||
Accumulated deficit
|
(18,490,545
|
) |
(3,406,553
|
) | ||||
2,043,583
|
3,029,859
|
|||||||
Total Liabilities and Stockholders' Equity
|
$
|
6,414,577
|
$
|
6,941,185
|
AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||
(FORMERLY GOLD CREST MINES, INC.)
|
||||||||
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
REVENUES:
|
||||||||
Oil and Gas Sales
|
$
|
781,133
|
$
|
1,414,276
|
||||
OPERATING COSTS AND EXPENSES:
|
||||||||
Lease operating expenses
|
683,889
|
449,960
|
||||||
Selling, general, and administrative costs
|
694,423
|
671,873
|
||||||
Depreciation expense
|
22,283
|
10,828
|
||||||
Depletion expense
|
306,145
|
500,355
|
||||||
Accretion expense
|
11,596
|
12,605
|
||||||
Gain on asset sale
|
(5,192
|
)
|
-
|
|||||
Total operating costs and expenses
|
1,713,144
|
1,645,621
|
||||||
LOSS FROM OPERATIONS
|
(932,011
|
)
|
(231,345
|
)
|
||||
OTHER INCOME (EXPENSE):
|
||||||||
Interest income
|
218
|
-
|
||||||
Loss on modification of related party notes payable
|
(13,921,168
|
)
|
-
|
|||||
Interest expense, related party
|
(231,031
|
)
|
(192,313
|
)
|
||||
Total other income (expense)
|
(14,151,981
|
)
|
(192,313
|
)
|
||||
NET LOSS
|
(15,083,992
|
)
|
(423,658
|
)
|
||||
NET LOSS - NON-CONTROLLING INTEREST
|
(6,157,632
|
)
|
-
|
|||||
NET LOSS - AMAZING ENERGY OIL AND GAS, CO.
|
(8,926,360
|
)
|
(423,658
|
)
|
||||
PREFERRED DIVIDENDS ATTRIBUTABLE TO AMAZING
|
||||||||
ENERGY OIL AND GAS, CO.
|
(834,697
|
)
|
-
|
|||||
NET LOSS ATTRIBUTABLE TO AMAZING ENERGY OIL
|
||||||||
AND GAS, CO. COMMON STOCKHOLDERS
|
$
|
(9,761,057
|
)
|
$
|
(423,658
|
)
|
||
NET LOSS PER COMMON SHARE - Basic and diluted
|
$
|
(0.56
|
)
|
$
|
(0.04
|
)
|
||
WEIGHTED AVERAGE NUMBER OF COMMON
|
||||||||
SHARES OUTSTANDING - Basic and diluted
|
17,509,962
|
10,268,666
|
AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||
(FORMERLY GOLD CREST MINES, INC.)
|
||||||||||||||||||||||||||||||||||||
For the Years Ended July 31, 2014 and 2015
|
||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Treasury
|
Non-Controlling
|
Additional
|
Accumulated
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Stock
|
Interest
|
Paid-In Capital
|
Deficit
|
Total
|
||||||||||||||||||||||||||||
BALANCES, July 31, 2013
|
4,977,027
|
$
|
49,770
|
10,287,925
|
$
|
10,288
|
$
|
(90,998
|
)
|
$
|
-
|
$
|
6,382,658
|
$
|
(2,982,895
|
)
|
$
|
3,368,823
|
||||||||||||||||||
Forfeiture of stock award
|
-
|
-
|
(38,837
|
)
|
(39
|
)
|
-
|
-
|
(9,256
|
)
|
-
|
(9,295
|
)
|
|||||||||||||||||||||||
Share based compensation
|
-
|
-
|
-
|
-
|
-
|
76,489
|
-
|
76,489
|
||||||||||||||||||||||||||||
Preferred shares issued for cash
|
10,000
|
100
|
-
|
-
|
-
|
-
|
17,400
|
-
|
17,500
|
|||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(423,658
|
)
|
(423,658
|
)
|
|||||||||||||||||||||||||
BALANCES, July 31, 2014
|
4,987,027
|
49,870
|
10,249,088
|
10,249
|
(90,998
|
)
|
-
|
6,467,291
|
(3,406,553
|
)
|
3,029,859
|
|||||||||||||||||||||||||
Common shares issued for cash
|
-
|
-
|
1,874,895
|
1,875
|
-
|
-
|
1,493,860
|
-
|
1,495,735
|
|||||||||||||||||||||||||||
Share based compensation
|
-
|
-
|
93,745
|
94
|
-
|
-
|
74,906
|
-
|
75,000
|
|||||||||||||||||||||||||||
Conversion of preferred stock
|
(4,972,027
|
)
|
(49,720
|
)
|
4,288,544
|
4,289
|
-
|
-
|
45,431
|
-
|
-
|
|||||||||||||||||||||||||
Preferred shares repurchased
|
(15,000
|
)
|
(150
|
)
|
-
|
-
|
(21,850
|
)
|
-
|
-
|
-
|
(22,000
|
)
|
|||||||||||||||||||||||
Dividends paid on preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,432,017
|
)
|
-
|
(1,432,017
|
)
|
|||||||||||||||||||||||||
-
|
||||||||||||||||||||||||||||||||||||
Recapitalization
|
79,755
|
80
|
2,666,396
|
2,666
|
112,848
|
-
|
(246,369
|
)
|
-
|
(130,775
|
)
|
|||||||||||||||||||||||||
Non-controlling interest resulting from recapitalization
|
-
|
-
|
(6,885,059
|
)
|
(6,885
|
)
|
1,286,531
|
(2,774,018
|
)
|
1,494,372
|
-
|
|||||||||||||||||||||||||
Subsidiary shares issued for cash
|
9,744
|
13,581
|
23,325
|
|||||||||||||||||||||||||||||||||
Conversion of preferred stock
|
(79,755
|
)
|
(80
|
)
|
19,938,750
|
19,939
|
-
|
-
|
(19,859
|
)
|
-
|
-
|
||||||||||||||||||||||||
Share based compensation
|
69,775
|
97,505
|
167,280
|
|||||||||||||||||||||||||||||||||
Conversion option on modification of debt
|
-
|
-
|
-
|
-
|
-
|
5,806,767
|
8,114,401
|
-
|
13,921,168
|
|||||||||||||||||||||||||||
Subsidiary shares exchanged for shares of common stock
|
-
|
-
|
21,215,169
|
21,215
|
-
|
(7,172,817
|
)
|
8,645,974
|
(1,494,372
|
)
|
-
|
|||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(15,083,992
|
)
|
(15,083,992
|
)
|
|||||||||||||||||||||||||
BALANCES, July 31, 2015
|
-
|
$
|
-
|
53,441,528
|
$
|
53,442
|
$
|
-
|
$
|
-
|
$
|
20,480,686
|
$
|
(18,490,545
|
)
|
$
|
2,043,583
|
AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||
(FORMERLY GOLD CREST MINES, INC.)
|
||||||||
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(15,083,993
|
)
|
$
|
(423,658
|
)
|
||
Adjustments to reconcile net loss to net cash
|
||||||||
provided (used) by operating activities:
|
||||||||
Stock based compensation expense
|
242,280
|
67,195
|
||||||
Gain from asset sale
|
(5,192
|
)
|
-
|
|||||
Depreciation expense
|
22,283
|
10,828
|
||||||
Depletion expense
|
306,145
|
500,355
|
||||||
Accretion expense
|
11,596
|
12,605
|
||||||
Loss on modification of related party notes payable
|
13,921,168
|
-
|
||||||
Changes in operating assets and liabilities, net of business acquired:
|
||||||||
Accounts receivable
|
-
|
(160,695
|
)
|
|||||
Oil and gas receivables, related party
|
122,920
|
-
|
||||||
Accounts payable
|
14,430
|
(23,798
|
)
|
|||||
Accounts payable, related party
|
58,763
|
34,560
|
||||||
Prepaid expenses and other assets
|
(18,530
|
)
|
1,122
|
|||||
Accrued liabilities
|
22,277
|
113,462
|
||||||
Interest payable, related party
|
230,960
|
-
|
||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(154,893
|
)
|
131,976
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds from the sale of oil and gas properties
|
66,777
|
30,785
|
||||||
Cash paid for purchase of property and equipment
|
(1,325
|
)
|
(21,949
|
)
|
||||
Proceeds from the sale of property and equipment
|
19,000
|
-
|
||||||
Cash acquired in business acquisition
|
37,508
|
|||||||
Cash paid for purchase of oil and gas properties
|
(369,198
|
)
|
(1,048,697
|
)
|
||||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(247,238
|
)
|
(1,039,861
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from sale of common stock, net of issuance costs
|
1,519,060
|
-
|
||||||
Proceeds from sale of preferred stock
|
-
|
17,500
|
||||||
Repurchase of preferred shares
|
(22,000
|
)
|
-
|
|||||
Preferred stock dividends paid
|
(1,432,017
|
)
|
-
|
|||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
65,043
|
17,500
|
||||||
NET DECREASE IN CASH
|
(337,088
|
)
|
(890,385
|
)
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
434,619
|
1,325,004
|
||||||
CASH AND CASH EQUIVALENTS AT YEAR END
|
$
|
97,531
|
$
|
434,619
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Mineral property acquired in reverse acquisition
|
$
|
3,314
|
$
|
-
|
||||
Liablities acquired in reverse acquisition
|
171,597
|
-
|
||||||
Subsidiary shares exchanged for common stock
|
21,215
|
-
|
||||||
Oil and gas properties purchased with accounts payable
|
-
|
7,014
|
||||||
Conversion of preferred stock
|
4,289
|
-
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
80,185
|
1)
|
the fair value measurement;
|
2)
|
the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating significant other observable inputs (Level 2), and significant unobservable inputs (Level 3);
|
3)
|
for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:
|
a)
|
total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations;
|
b)
|
the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported;
|
c)
|
purchases, sales, issuances, and settlements (net); and
|
d)
|
transfers into and/or out of Level 3.
|
4)
|
the amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and
|
5)
|
in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period.
|
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
Proved leasehold costs
|
$
|
2,521,916
|
$
|
2,530,888
|
||||
Cost of wells and development
|
4,274,870
|
3,963,480
|
||||||
Asset retirement obligation, asset
|
207,993
|
257,944
|
||||||
Total cost of oil and gas properties
|
7,004,779
|
6,752,312
|
||||||
Less: Accumulated depletion
|
(873,027
|
)
|
(566,882
|
)
|
||||
Oil and gas properties, net full cost method
|
$
|
6,131,752
|
$
|
6,185,430
|
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
Related Party:
|
||||||||
Oil and gas receivables
|
$
|
111,678
|
$
|
234,598
|
||||
Accounts payable
|
$
|
203,939
|
$
|
145,176
|
2015
|
2014
|
|||||||
Statutory benefit
|
(5,279,397
|
)
|
(148,280
|
)
|
||||
Permanent differences:
|
||||||||
Debt modification
|
4,872,409
|
-
|
||||||
Other
|
65,401
|
14,867
|
||||||
Change in valuation allowance
|
341,587
|
133,413
|
||||||
Net tax benefit
|
$
|
-
|
$
|
-
|
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
Deferred Tax Assets:
|
||||||||
Net operating loss carryforward
|
$
|
2,416,443
|
$
|
2,091,317
|
||||
Deferred Tax Liabilities:
|
||||||||
Intangible drilling and other
|
||||||||
costs for oil and gas properties
|
(1,305,495
|
)
|
(1,321,956
|
)
|
||||
Net deferred tax assets and liabilities
|
1,110,948
|
769,361
|
||||||
Less: Valuation allowance
|
(1,110,948
|
)
|
(769,361
|
)
|
||||
Total Deferred Tax Assets and Liabilities
|
$
|
-
|
$
|
-
|
Contractual Principal Maturities
|
||||||||||||||||
Years Ending
|
JLM Strategic
|
|||||||||||||||
July 31,
|
Jed Miesner
|
Petro Pro, Ltd.
|
Investments, LP
|
Total
|
||||||||||||
2016
|
$
|
291,559
|
$
|
165,317
|
$
|
62,138
|
$
|
519,014
|
||||||||
2017
|
49,448
|
28,037
|
8,372
|
85,857
|
||||||||||||
2018
|
53,403
|
30,280
|
9,042
|
92,725
|
||||||||||||
2019
|
57,676
|
32,703
|
9,765
|
100,144
|
||||||||||||
2020
|
62,290
|
35,319
|
10,547
|
108,156
|
||||||||||||
Subsequent years
|
1,425,624
|
808,344
|
228,609
|
2,462,577
|
||||||||||||
$
|
1,940,000
|
$
|
1,100,000
|
$
|
328,473
|
$
|
3,368,473
|
Fair value of the Company's stock price at the date of conversion
|
$
|
1.00
|
||
Conversion rate as adjusted for the Amazing Energy Inc. exchange ratio
|
$
|
0.26
|
||
Estimated volatility
|
248.00
|
%
|
||
Risk free interest rate
|
1.88
|
%
|
||
Conversion period
|
15 yrs.
|
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
Asset retirement obligation - Beginning of year
|
$
|
278,612
|
$
|
252,870
|
||||
Asset retirement obligation incurred
|
7,434
|
24,847
|
||||||
Accretion
|
11,596
|
12,605
|
||||||
Revisions in estimated cash flows
|
(57,388
|
)
|
(11,710
|
)
|
||||
Asset retirement obligation - End of year
|
$
|
240,254
|
$
|
278,612
|
2015
|
2014
|
|||||||
Development costs
|
$
|
369,198
|
$
|
1,055,711
|
||||
Total costs incurred
|
$
|
369,198
|
$
|
1,055,711
|
2015
|
2014
|
|||||||
Proved properties
|
$
|
7,004,779
|
$
|
6,752,312
|
||||
Total oil and gas properties
|
7,004,779
|
6,752,312
|
||||||
Accumulted DD&A
|
(873,027
|
)
|
(566,882
|
)
|
||||
Net oil and gas properties
|
$
|
6,131,752
|
$
|
6,185,430
|
·
|
Future revenues were based on an un-weighted 12-month average of the first-day-of-the-month price held constant throughout the life of the properties.
|
·
|
Production and development costs were computed using year-end costs assuming no change in present economic conditions.
|
·
|
Future net cash flows were discounted at an annual rate of 10%.
|
2015
|
2014
|
|||||||||||||||||||
(1)
|
Natural
|
(1)
|
(1)
|
Natural
|
(1)
|
|||||||||||||||
Oil
|
Gas (1)
|
Oil (1)
|
Gas (1)
|
|||||||||||||||||
reserves:
|
||||||||||||||||||||
Beginning of year
|
274,750
|
1,055,550
|
597,898
|
1,992,686
|
||||||||||||||||
Revisions of previous estimates
|
15,023
|
122,743
|
(351,117
|
)
|
(1,112,901
|
)
|
||||||||||||||
Extensions, discoveries and other additions
|
55,050
|
82,580
|
39,435
|
283,223
|
||||||||||||||||
Production
|
12,467
|
51,627
|
(11,466
|
)
|
(107,458
|
)
|
||||||||||||||
End of year
|
357,290
|
1,312,500
|
274,750
|
1,055,550
|
||||||||||||||||
Beginning of year
|
201,150
|
753,670
|
419,214
|
1,677,460
|
||||||||||||||||
End of year
|
262,740
|
1,170,670
|
201,150
|
753,670
|
·
|
future costs and sales prices will probably differ from those required to be used in these calculations;
|
·
|
actual production rates for future periods may vary significantly from the rates assumed in the calculations;
|
·
|
a 10% discount rate may not be reasonable relative to risk inherent in realizing future net oil and gas revenues; and
|
·
|
future net revenues may be subject to different rates of income taxation.
|
2015
|
2014
|
|||||||
Future cash inflows
|
$
|
24,859,110
|
$
|
27,530,730
|
||||
Future production costs
|
(5,929,190
|
)
|
(8,252,720
|
)
|
||||
Future development costs
|
(1,361,600
|
)
|
(1,908,400
|
)
|
||||
Future income tax expense
|
(6,148,912
|
)
|
(6,079,363
|
)
|
||||
Discount at 10% for estimated timing of cash flows
|
(3,569,707
|
)
|
(3,529,403
|
)
|
||||
Standardized measure of discounted future net cash flows
|
$
|
7,849,701
|
$
|
7,760,844
|
Years Ended July 31,
|
||||||||
2015
|
2014
|
|||||||
Standardized Measure, beginning of year
|
$
|
7,760,844
|
$
|
10,468,301
|
||||
Sales of oil produced, net of production costs
|
(97,244
|
)
|
(964,317
|
)
|
||||
Net changes in prices, development and production costs
|
(1,394,949
|
)
|
(3,492,083
|
)
|
||||
Extensions, discoveries and improved recovery, less related costs
|
2,047,764
|
2,605,202
|
||||||
Development costs incurred and changes during the period
|
369,198
|
1,055,711
|
||||||
Revisions of previous quantity estimates
|
(6,394,510
|
)
|
(8,232,979
|
)
|
||||
Accretion of discount
|
7,079,423
|
4,059,268
|
||||||
Net changes in production rates and other
|
161,173
|
428,376
|
||||||
Net changes in income taxes
|
(1,681,992
|
)
|
1,833,365
|
|||||
Standardized Measure, end of year
|
$
|
7,849,707
|
$
|
7,760,844
|
Name
|
|
Age
|
|
Position
|
|
Jed Miesner
|
|
55
|
|
Principal Executive Officer, President, and Chairman of the Board
|
|
Matthew J Colbert
|
|
47
|
|
Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer
|
|
Bob Manning
|
|
65
|
|
Director
|
|
Tony Alford
|
|
54
|
|
Director
|
|
Darrell Carey
|
|
59
|
|
Director
|
|
Stock
|
Option
|
||||||||||
Fiscal Year
|
Salary
|
Awards
|
Awards
|
Total
|
|||||||
Name and Principal Position
|
Ending
|
($)
|
($)
|
($)
|
($)
|
||||||
Jed Miesner
|
(1)
|
07/31/2015
|
-
|
15,000
|
-
|
15,000
|
|||||
Principal Executive Officer and President
|
07/31/2014
|
-
|
-
|
-
|
-
|
||||||
Terrence Dunne
|
|||||||||||
Principal Executive Officer and
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
President (resigned)
|
07/31/2014
|
17,500
|
-
|
-
|
17,500
|
||||||
Matthew J. Colbert
|
(2)
|
07/31/2015
|
32,250
|
59,325
|
-
|
91,575
|
|||||
Principal Financial Officer, Secretary,
|
07/31/2014
|
17,000
|
-
|
-
|
17,000
|
||||||
Treasurer
|
(1)
|
In October 2014, Jed Miesner was awarded 25,000 shares of common stock in Amazing Energy, Inc.; The Amazing Energy, Inc. common stock was subsequently converted into 57,604 common shares of Amazing Energy Oil & Gas, Co. stock
|
(2)
|
Mr. Colbert went from working full-time to part-time for the Company as of September 16, 2008.
|
Fees Earned
|
||||||||
or
|
Stock
|
All Other
|
||||||
Paid in Cash
|
Awards
|
Compensation
|
Total
|
|||||
Name
|
($)
|
($)
|
($)
|
($)
|
||||
Daniel McKinney (resigned May 2015)
|
-
|
8,824
|
-
|
8,824
|
||||
Terrence Dunne (resigned April 2015)
|
(1) |
32,000
|
98,095
|
-
|
130,095
|
|||
Tony Alford
|
(2) |
-
|
76,036
|
-
|
76,036
|
|||
Robert Manning
|
(3) |
-
|
15,000
|
-
|
15,000
|
|||
Darrell Carey
|
(4) |
-
|
15,000
|
-
|
15,000
|
(1)
|
In February 2015, Terrence Dunne was awarded 25,000 shares of common stock in Amazing Energy, Inc.; The Amazing Energy, Inc. common stock was subsequently converted into 57,604 common shares of Amazing Energy Oil & Gas, Co. stock
|
(2)
|
In February 2015, Tony Alford was awarded 25,000 shares of common stock in Amazing Energy, Inc.; The Amazing Energy, Inc. common stock was subsequently converted into 57,604 common shares of Amazing Energy Oil & Gas, Co. stock
|
(3)
|
In October 2014, Robert Manning was awarded 25,000 shares of common stock in Amazing Energy, Inc.; The Amazing Energy, Inc. common stock was subsequently converted into 57,604 common shares of Amazing Energy Oil & Gas, Co. stock
|
(4)
|
In October 2014, Darrell Carey was awarded 25,000 shares of common stock in Amazing Energy, Inc.; The Amazing Energy, Inc. common stock was subsequently converted into 57,604 common shares of Amazing Energy Oil & Gas, Co. stock
|
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Other Entities That Control Over 5% of the Common Stock
|
|||||
The National Christian Charitable Foundation
|
6,000,000
|
11.23%
|
|||
James R. Parker
|
2,944,989
|
(4)
|
5.51%
|
||
Total of Other 5% Entities
|
8,944,989
|
16.74%
|
(1)
|
Jointly owned with JLM Strategic Investments, LP and Cornerstone Fidelity Capital, LLC
|
(2)
|
Jointly owned with his wife, Christine Alford
|
(3)
|
Jointly owned with Happy State Bank Custodian of IRA fbo Bob Manning
|
(4) | Jointly owned with Happy State Bank Custodian of IRA fbo James R. Parker |
Plan category
|
Number of securities
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)
|
0
|
0
|
11,350,000
|
Equity compensation plans not
approved by security holders
|
0
|
0
|
0
|
Total
|
0
|
0
|
11,350,000
|
(1) | The 2007 Stock Option plan adopted by our board of directors in June 2007 and approved by our shareholders in December 2007. |
1)
|
A director who is, or at any time during the past three years was, employed by the company or by any parent or subsidiary of the company;
|
2)
|
A director who accepted or who has a Family Member who accepted any compensation from the company in excess of $60,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:
|
a)
|
compensation for board or board committee service;
|
b)
|
compensation paid to a Family Member who is an employee (other than an executive officer) of the company ; or
|
c)
|
benefits under a tax-qualified retirement plan, or non-discretionary compensation
|
d)
|
Other relationships include:
|
e)
|
a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer, or a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company's securities; or (b) payments under non-discretionary charitable contribution matching programs.
|
f)
|
a director of the Company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity; or
|
g)
|
a director who is, or has a Family Member who is, a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked on the company's audit at any time during any of the past three years.
|
Incorporated by Reference
|
|||||
Exhibit
Number
|
Description of Document
|
Form
|
Date
|
Number
|
Filed
herewith
|
2.1
|
Articles of Merger dated October 15, 2014
|
8-K
|
10/17/14
|
2.1
|
|
3.1
|
Articles of Incorporation for Silver Crest Mines, Inc. dated
September 11, 1968
|
10-SB12G
|
01/08/07
|
3.1
|
|
3.2
|
Articles of Merger of Domestic Corporations into Silver Crest Mines,
Inc. dated December 20, 1982
|
10-SB12G
|
01/08/07
|
3.2
|
|
3.3
|
Articles of Incorporation of Silver Crest Resources, Inc. dated
January 28, 2003
|
10-SB12G
|
01/08/07
|
3.3
|
|
3.4
|
Articles of Merger between Silver Crest Mines, Inc. into Silver Crest
Resources, Inc. as filed in Nevada dated June 11, 2003
|
10-SB12G
|
01/08/07
|
3.4
|
|
3.5
|
Articles of Merger between Silver Crest Mines, Inc. into Silver Crest
Resources, Inc. as filed in Idaho dated June 11, 2003
|
10-SB12G
|
01/08/07
|
3.5
|
|
3.6
|
Articles of Exchange of Niagara Mining and Development Company,
Inc., and Silver Crest Resources, Inc. as filed in Nevada dated August
4, 2006
|
10-SB12G
|
01/08/07
|
3.6
|
|
3.7
|
Articles of Exchange of Niagara Mining and Development Company,
Inc., and Silver Crest Resources, Inc. as filed in Idaho dated August
4, 2006
|
10-SB12G
|
01/08/07
|
3.7
|
|
3.8
|
Certificate of Amendment to Articles of Incorporation for a Nevada
Corporation dated August 14, 2006
|
10-SB12G
|
01/08/07
|
3.8
|
|
3.9
|
Articles of Incorporation for Kisa Gold Mining, Inc. dated July 28,
2006
|
10-SB12G
|
01/08/07
|
3.9
|
|
3.10
|
Articles of Incorporation for Niagara Mining and Development
Company, Inc. dated January 11, 2005
|
10-SB12G
|
01/08/07
|
3.10
|
|
3.11
|
Amended Bylaws adopted September 12, 2007
|
10-KSB
|
03/26/08
|
3.11
|
|
3.12
|
Articles of Incorporation – Amazing Energy, Inc.
|
X
|
|||
3.13
|
Bylaws – Amazing Energy, Inc.
|
X
|
|||
3.14
|
Articles of Organization – Amazing Energy LLC
|
X
|
|||
3.15
|
Operating Agreement – Amazing Energy LLC
|
X
|
|||
10.1
|
Employment Contract of Thomas H. Parker
|
10-SB12G/A
|
08/06/07
|
3.11
|
|
10.2
|
Employment Contract of Chris Dail
|
10-SB12G
|
07/08/07
|
10
|
|
10.3
|
Option and Royalty Sales Agreement between Gold Crest Mines, Inc.
and the heirs of the Estate of J.J. Oberbillig
|
10-KSB
|
03/26/08
|
10.3
|
|
10.4
|
Option and Real Property Sales Agreement between Gold Crest
Mines, Inc. and JJO, LLC, an Idaho limited liability company and
personal representative of the Estate of J.J. Oberbillig
|
10-KSB
|
03/26/08
|
10.4
|
|
10.5
|
Mining Lease and Option to Purchase Agreement dated March 31,
2008, between Gold Crest Mines, Inc. and Bradley Mining Company,
a California Corporation
|
10-Q
|
08/11/08
|
10.5
|
|
10.6
|
Golden Lynx, LLC, Limited Liability Company Agreement dated
April 18, 2008, between Kisa Gold Mining, Inc. and Cougar Gold
LLC
|
10-Q
|
08/11/08
|
10.6
|
|
10.7
|
AKO Venture Agreement dated May 5, 2008, between Kisa Gold
Mining, Inc. and Newmont North America Exploration Limited, a
Delaware Corporation
|
10-Q
|
08/11/08
|
10.7
|
|
10.8
|
Luna Venture Agreement dated May 5, 2008, between Kisa Gold
Mining, Inc. and Newmont North America Exploration Limited, a
Delaware Corporation
|
10-Q
|
08/11/08
|
10.8
|
|
10.9
|
Chilly Venture Agreement dated May 5, 2008, between Kisa Gold
Mining, Inc. and Newmont North America Exploration Limited, a
Delaware Corporation
|
10-Q
|
08/11/08
|
10.9
|
|
10.10
|
Purchase Agreement dated March 13, 2009, between Gold Crest
Mines, Inc. and Frank Duval
|
10-K
|
03/25/09
|
10.9
|
10.11
|
Master Earn-In Agreement dated March 28, 2011, between Kisa
Gold Mining, Inc. and North Fork LLC
|
10-Q
|
05/18/11
|
10.1
|
|
10.12
|
Terms Sheet and Loan Agreement and amendments thereto between
Kisa Gold Mining, Inc. and Afranex Gold Limited
|
10-KSB
|
04/17/13
|
10.12
|
|
10.13
|
Amendment to Terms Sheet and Loan Agreement between Kisa Gold
Mining, Inc. and Afranex Gold Limited
|
10-Q
|
08/14/13
|
10.1
|
|
10.14
|
Change in Control Agreement with certain shareholders of Amazing
Energy, Inc.
|
8-K
|
10/08/14
|
10.1
|
|
10.15
|
Stock Exchange Agreement with Jilpetco, Inc. dated 8-10-2015
|
8-K
|
08/12/15
|
10.1
|
|
14.1
|
Code of Conduct and Ethics of Gold Crest Mines, Inc. adopted
March 3, 2008
|
8-K
|
03/03/08
|
14.1
|
|
21.1
|
Subsidiaries of the Issuer
|
X
|
|||
31.1
|
Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
X
|
|||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
X
|
|||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
X
|
|||
99.1
|
Gold Crest Mines, Inc., 2007 Stock Plan
|
10-SB12G/A
|
08/06/07
|
99
|
|
99.2
|
Audited Financial Statements of Amazing Energy, Inc. for the period
ended July 31, 2014 and 2013
|
8-K
|
03/18/15
|
99.1
|
|
99.3
|
Unaudited Financial Statements of Amazing Energy, Inc. for the
period ended January 31, 2015
|
8-K
|
03/18/15
|
99.2
|
|
99.4
|
Unaudited Pro Forma Consolidated Financial Statements
|
8-K
|
03/18/15
|
99.3
|
|
101.INS
|
XBRL Instance Document
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculation
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definition
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Label
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation
|
X
|
AMAZING ENERGY OIL AND GAS, CO.
|
||
November 13, 2015
|
By:
|
JED MIESNER |
Jed Miesner
|
||
President and Principal Executive Officer
|
||
November 13, 2015
|
By:
|
MATTHEW J. COLBERT |
Matthew J. Colbert
|
||
Secretary, Treasurer, Principal Financial Officer and Principal Accounting Officer
|
Incorporated by Reference
|
|||||
Exhibit
Number
|
Description of Document
|
Form
|
Date
|
Number
|
Filed
herewith
|
2.1
|
Articles of Merger dated October 15, 2014
|
8-K
|
10/17/14
|
2.1
|
|
3.1
|
Articles of Incorporation for Silver Crest Mines, Inc. dated
September 11, 1968
|
10-SB12G
|
01/08/07
|
3.1
|
|
3.2
|
Articles of Merger of Domestic Corporations into Silver Crest Mines,
Inc. dated December 20, 1982
|
10-SB12G
|
01/08/07
|
3.2
|
|
3.3
|
Articles of Incorporation of Silver Crest Resources, Inc. dated
January 28, 2003
|
10-SB12G
|
01/08/07
|
3.3
|
|
3.4
|
Articles of Merger between Silver Crest Mines, Inc. into Silver Crest
Resources, Inc. as filed in Nevada dated June 11, 2003
|
10-SB12G
|
01/08/07
|
3.4
|
|
3.5
|
Articles of Merger between Silver Crest Mines, Inc. into Silver Crest
Resources, Inc. as filed in Idaho dated June 11, 2003
|
10-SB12G
|
01/08/07
|
3.5
|
|
3.6
|
Articles of Exchange of Niagara Mining and Development Company,
Inc., and Silver Crest Resources, Inc. as filed in Nevada dated August
4, 2006
|
10-SB12G
|
01/08/07
|
3.6
|
|
3.7
|
Articles of Exchange of Niagara Mining and Development Company,
Inc., and Silver Crest Resources, Inc. as filed in Idaho dated August
4, 2006
|
10-SB12G
|
01/08/07
|
3.7
|
|
3.8
|
Certificate of Amendment to Articles of Incorporation for a Nevada
Corporation dated August 14, 2006
|
10-SB12G
|
01/08/07
|
3.8
|
|
3.9
|
Articles of Incorporation for Kisa Gold Mining, Inc. dated July 28,
2006
|
10-SB12G
|
01/08/07
|
3.9
|
|
3.10
|
Articles of Incorporation for Niagara Mining and Development
Company, Inc. dated January 11, 2005
|
10-SB12G
|
01/08/07
|
3.10
|
|
3.11
|
Amended Bylaws adopted September 12, 2007
|
10-KSB
|
03/26/08
|
3.11
|
|
3.12
|
Articles of Incorporation – Amazing Energy, Inc.
|
X
|
|||
3.13
|
Bylaws – Amazing Energy, Inc.
|
X
|
|||
3.14
|
Articles of Organization – Amazing Energy LLC
|
X
|
|||
3.15
|
Operating Agreement – Amazing Energy LLC
|
X
|
|||
10.1
|
Employment Contract of Thomas H. Parker
|
10-SB12G/A
|
08/06/07
|
3.11
|
|
10.2
|
Employment Contract of Chris Dail
|
10-SB12G
|
07/08/07
|
10
|
|
10.3
|
Option and Royalty Sales Agreement between Gold Crest Mines, Inc.
and the heirs of the Estate of J.J. Oberbillig
|
10-KSB
|
03/26/08
|
10.3
|
|
10.4
|
Option and Real Property Sales Agreement between Gold Crest
Mines, Inc. and JJO, LLC, an Idaho limited liability company and
personal representative of the Estate of J.J. Oberbillig
|
10-KSB
|
03/26/08
|
10.4
|
|
10.5
|
Mining Lease and Option to Purchase Agreement dated March 31,
2008, between Gold Crest Mines, Inc. and Bradley Mining Company,
a California Corporation
|
10-Q
|
08/11/08
|
10.5
|
|
10.6
|
Golden Lynx, LLC, Limited Liability Company Agreement dated
April 18, 2008, between Kisa Gold Mining, Inc. and Cougar Gold
LLC
|
10-Q
|
08/11/08
|
10.6
|
|
10.7
|
AKO Venture Agreement dated May 5, 2008, between Kisa Gold
Mining, Inc. and Newmont North America Exploration Limited, a
Delaware Corporation
|
10-Q
|
08/11/08
|
10.7
|
|
10.8
|
Luna Venture Agreement dated May 5, 2008, between Kisa Gold
Mining, Inc. and Newmont North America Exploration Limited, a
Delaware Corporation
|
10-Q
|
08/11/08
|
10.8
|
|
10.9
|
Chilly Venture Agreement dated May 5, 2008, between Kisa Gold
Mining, Inc. and Newmont North America Exploration Limited, a
Delaware Corporation
|
10-Q
|
08/11/08
|
10.9
|
|
10.10
|
Purchase Agreement dated March 13, 2009, between Gold Crest
Mines, Inc. and Frank Duval
|
10-K
|
03/25/09
|
10.9
|
10.11
|
Master Earn-In Agreement dated March 28, 2011, between Kisa
Gold Mining, Inc. and North Fork LLC
|
10-Q
|
05/18/11
|
10.1
|
|
10.12
|
Terms Sheet and Loan Agreement and amendments thereto between
Kisa Gold Mining, Inc. and Afranex Gold Limited
|
10-KSB
|
04/17/13
|
10.12
|
|
10.13
|
Amendment to Terms Sheet and Loan Agreement between Kisa Gold
Mining, Inc. and Afranex Gold Limited
|
10-Q
|
08/14/13
|
10.1
|
|
10.14
|
Change in Control Agreement with certain shareholders of Amazing
Energy, Inc.
|
8-K
|
10/08/14
|
10.1
|
|
10.15
|
Stock Exchange Agreement with Jilpetco, Inc. dated 8-10-2015
|
8-K
|
08/12/15
|
10.1
|
|
14.1
|
Code of Conduct and Ethics of Gold Crest Mines, Inc. adopted
March 3, 2008
|
8-K
|
03/03/08
|
14.1
|
|
21.1
|
Subsidiaries of the Issuer
|
X
|
|||
31.1
|
Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
X
|
|||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
X
|
|||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
X
|
|||
99.1
|
Gold Crest Mines, Inc., 2007 Stock Plan
|
10-SB12G/A
|
08/06/07
|
99
|
|
99.2
|
Audited Financial Statements of Amazing Energy, Inc. for the period
ended July 31, 2014 and 2013
|
8-K
|
03/18/15
|
99.1
|
|
99.3
|
Unaudited Financial Statements of Amazing Energy, Inc. for the
period ended January 31, 2015
|
8-K
|
03/18/15
|
99.2
|
|
99.4
|
Unaudited Pro Forma Consolidated Financial Statements
|
8-K
|
03/18/15
|
99.3
|
|
101.INS
|
XBRL Instance Document
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculation
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definition
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Label
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation
|
X
|
[SEAL]
|
ROSS MILLER
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Secretary of State
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204 North Carson Street, Suite 4
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Carson City, Nevada 89701-4520
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(775) 684-5708
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Website: www.nvsos.gov
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In the office of
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Document Number
20110362342-44
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Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
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ROSS MILLER
Ross Miller
Secretary of State
State of Nevada
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Filing Date and Time
05/16/2011 9:30 AM
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Entity Number
E0279892011-7
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State NRS 78 Articles
Revised: 3-10-11
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[SEAL]
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ROSS MILLER
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Secretary of State
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204 North Carson Street, Suite 4
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Carson City, Nevada 89701-4520
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(775) 684-5708
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Website: www.nvsos.gov
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In the office of
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Document Number
20110362341-33
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Articles of Domestication
(PURSUANT TO NRS 92A.270)
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ROSS MILLER
Ross Miller
Secretary of State
State of Nevada
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Filing Date and Time
05/16/2011 9:30 AM
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Entity Number
E0279892011-7
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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1. Entity Name
and Type of
Domestic Entity
as set forth in its
Constituent
Documents:
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Amazing Energy, Inc.
Domestic Texas Profit Corporation
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2. Entity Name
Before Filing Articles
of Domestication:
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Amazing Energy Group, Inc.
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3. Date and
Jurisdiction of
Original Formation:
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12/21/2010, Texas
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4. Jurisdiction
that Constituted
the Principal
Place of
Business, Central
Administration or
Equivalent of the
Undomesticated
Entity
Immediately
Before Articles of
Domestication:
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Texas
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5. Signature of
Authorized
Representative:
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DIANA UMEGO
Authorized Signature
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4/20/2011
Date
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State NRS 92A Domestication
Revised: 4-23-09
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Come visit us on the internet at http://www.sos.state.tx.us/
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Phone: (512) 463-5555
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Fax: (512) 463-5709
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Dial: 7-1-1 for Relay Services
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Prepared by: Lisa Jones
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TID: 10323
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Document: 348115770002
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(a)
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The term "corporation" includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the corporation by operation of law and in any other transaction in which the corporation assumes the liabilities of the predecessor, but does not specifically exclude liabilities that are the subject matter of this Article.
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(b)
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The term "director" means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
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(c)
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The term "expenses" include court costs and attorneys' fees.
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(d)
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The term "official capacity" means: (i) when used with respect to a director, the office of director in the corporation, and (ii) when used with respect to a person other than a director, the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation, but (iii) in both (i) and (ii) above does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
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(e)
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The term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding.
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Corporations Section
P
.
O.Box 13697
Austin, Texas 78711-3697
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Office of the Secretary of State
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Hope Andrade
Secretary of State
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HOPE ANDRADE
Hope Andrade
Secretary of State
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Phone
:
(512) 463-5555
Prepared by: Rosa Arrellano
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Fax:
(512)
463-5709
TID
:
10306
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Dial
:
7-1-1 for Relay Services
Document: 240162670002
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Corporations Section
P
.
O.Box 13697
Austin, Texas 78711-3697
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Office of the Secretary of State
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Hope Andrade
Secretary of State
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Phone
:
(512) 463-5555
Prepared by: Rosa Arrellano
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Fax:
(512)
463-5709
TID
:
10306
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Dial
:
7-1-1 for Relay Services
Document: 240162670002
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FILED
In the Office of the
Secretary of Stat*t of
T&X&!>
DEC 17 2008
Corporations Section
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Jed Miesner
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500 North Akard, Suite 2700
Dallas
,
Texas 75201
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Lesa Miesner |
500 North Akard, Suite 2700
Dallas
,
Texas 75201
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SOLE ORGANIZER
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ROGER A. CRABB
Roger A. Crabb
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MEMBER AND MANAGER:
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ARNOLD MIESNER
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Arnold Jed Miesner, Trustee of
The Jed and Lesa Miesner Revocable Trust
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MEMBER AND MANAGER: |
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LESA RENEE MIESNER | |
Lesa Renee Miesner, Trustee of
The Jed and Lesa Miesner Revocable Trust
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1.
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I have reviewed this Form 10-K for the year ended July 31, 2015 of Amazing Energy Oil and Gas, Co.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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November 13, 2015
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JED MIESNER
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Jed Miesner
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Principal Executive Officer
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1.
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I have reviewed this Form 10-K for the year ended July 31, 2015 of Amazing Energy Oil and Gas, Co.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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November 13, 2015
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MATTHEW J. COLBERT
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Matthew J. Colbert
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Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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JED MIESNER
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Jed Miesner
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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MATTHEW J. COLBERT
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Matthew J. Colbert
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Chief Financial Officer
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