Nevada
|
82-0290112
|
(State or other jurisdiction of incorporation)
|
(I.R.S. Employer Identification Number)
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
Non-accelerated Filer
(Do not check if smaller reporting company)
|
[ ]
|
Smaller Reporting Company
|
[X]
|
FINANCIAL INFORMATION
|
Page
|
||
Financial Statements (unaudited)
|
|||
3
|
|||
Consolidated Statements of Operations
– for the three months ended
October 31, 2015 and 2014
|
4
|
||
Consolidated Statements of Cash Flows
– for the three months ended
October 31, 2015 and 2014
|
5
|
||
6
|
|||
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
||
Quantitative and Qualitative Disclosures About Market Risk
|
13
|
||
Controls and Procedures
|
13
|
||
OTHER INFORMATION
|
|||
Legal Proceedings
|
14
|
||
Risk Factors
|
14
|
||
Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
||
Defaults Upon Senior Securities
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14
|
||
Mine Safety Disclosures
|
15
|
||
Other Information
|
15
|
||
Exhibits
|
15
|
||
17
|
AMAZING OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||
October 31,
|
July 31,
|
|||||||
2015
|
2015
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
112,069
|
$
|
97,531
|
||||
Prepaid expenses
|
5,015
|
18,530
|
||||||
Oil and gas receivables, related party
|
122,039
|
111,678
|
||||||
Total current assets
|
239,123
|
227,739
|
||||||
Property, plant, and equipment, net
|
23,691
|
25,150
|
||||||
Mineral property
|
3,314
|
3,314
|
||||||
OIL AND GAS PROPERTIES, Full Cost Method:
|
||||||||
Evaluated properties, net of accumulated depletion of $932,049 and
$873,027 respectively
|
6,073,461
|
6,131,752
|
||||||
Other assets
|
26,622
|
26,622
|
||||||
Total Assets
|
$
|
6,366,211
|
$
|
6,414,577
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
37,602
|
$
|
38,449
|
||||
Accounts payable, related party
|
393,722
|
203,939
|
||||||
Accrued liabilities
|
59,889
|
76,447
|
||||||
Interest payable, related party
|
410,588
|
343,219
|
||||||
Short-term convertible debt, related party
|
579,522
|
519,014
|
||||||
Loan and deposit from Afranex
|
100,213
|
100,213
|
||||||
Total current liabilities
|
1,581,536
|
1,281,281
|
||||||
LONG TERM LIABILITIES:
|
||||||||
Asset retirement obligation
|
247,307
|
240,254
|
||||||
Long-term convertible debt, related party
|
2,788,951
|
2,849,459
|
||||||
Total long-term liabilities
|
3,036,258
|
3,089,713
|
||||||
Total Liabilities
|
4,617,794
|
4,370,994
|
||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, no par value per share, 10,000,000 shares authorized,
no shares issued and outstanding
|
-
|
-
|
||||||
Common stock, $0.001 par value per share, 3,000,000,000 shares
authorized, 53,441,528 issued and outstanding
|
53,442
|
53,442
|
||||||
Additional paid-in capital
|
20,480,686
|
20,480,686
|
||||||
Accumulated deficit
|
(18,785,711
|
)
|
(18,490,545
|
)
|
||||
1,748,417
|
2,043,583
|
|||||||
Total Liabilities and Stockholders' Equity
|
$
|
6,366,211
|
$
|
6,414,577
|
AMAZING OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||
(UNAUDITED)
|
||||||||
Three Months
|
||||||||
Ended October 31,
|
||||||||
2015
|
2014
|
|||||||
REVENUES:
|
||||||||
Oil and Gas Sales
|
$
|
122,039
|
$
|
297,531
|
||||
OPERATING EXPENSES:
|
||||||||
Lease operating expenses
|
146,588
|
191,213
|
||||||
Selling, general, and administrative costs
|
93,261
|
201,900
|
||||||
Depreciation expense
|
1,460
|
1,769
|
||||||
Depletion expense
|
59,022
|
110,324
|
||||||
Accretion expense
|
3,390
|
3,442
|
||||||
Loss on sale of leasehold
|
46,127
|
-
|
||||||
Total operating expenses
|
349,848
|
508,648
|
||||||
LOSS FROM OPERATIONS
|
(227,809
|
)
|
(211,117
|
)
|
||||
OTHER INCOME (EXPENSE):
|
||||||||
Interest income
|
13
|
104
|
||||||
Interest expense, related party
|
(67,369
|
)
|
(48,111
|
)
|
||||
Total other income (expense)
|
(67,356
|
)
|
(48,007
|
)
|
||||
NET LOSS
|
(295,165
|
)
|
(259,124
|
)
|
||||
NET LOSS - NON -CONTROLLING INTEREST
|
-
|
(105,780
|
)
|
|||||
NET LOSS - AMAZING ENERGY OIL AND GAS CO.
|
(295,165
|
)
|
(153,344
|
)
|
||||
PREFERRED DIVIDENDS ATTRIBUTABLE TO AMAZING
ENERGY OIL AND GAS, CO. STOCKHOLDERS
|
-
|
(834,697
|
)
|
|||||
NET LOSS ATTRIBUTABLE TO AMAZING ENERGY OIL
AND GAS, CO. STOCKHOLDERS
|
$
|
(295,165
|
)
|
$
|
(988,041
|
)
|
||
NET LOSS PER COMMON SHARE - Basic and diluted
|
$
|
(0.006
|
)
|
$
|
(0.088
|
)
|
||
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - Basic and diluted
|
53,441,528
|
11,179,658
|
AMAZING OIL AND GAS, CO. AND SUBSIDIARIES
|
||||||||
(UNAUDITED)
|
||||||||
Three Months
|
||||||||
Ended October 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(295,165
|
)
|
$
|
(259,124
|
)
|
||
Adjustments to reconcile net income to net cash provided by
operating activities:
|
||||||||
Stock based compensation expense
|
-
|
75,000
|
||||||
Depreciation expense
|
1,460
|
1,769
|
||||||
Depletion expense
|
59,022
|
110,324
|
||||||
Accretion expense
|
3,390
|
3,441
|
||||||
Loss on sale of leasehold
|
46,127
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Oil and gas receivables, related party
|
(10,362
|
)
|
52,067
|
|||||
Accounts payable
|
(847
|
)
|
100
|
|||||
Accounts payable, related party
|
146,588
|
(43,186
|
)
|
|||||
Prepaid expenses
|
13,515
|
-
|
||||||
Accrued liabilities
|
(16,558
|
)
|
755
|
|||||
Interest payable, related party
|
67,368
|
48,110
|
||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
14,538
|
(10,744
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds from the sale of oil and gas properties
|
-
|
66,777
|
||||||
Cash acquired in business acquisitions
|
-
|
37,508
|
||||||
Cash paid for purchase of oil and gas properties
|
-
|
(155,392
|
)
|
|||||
NET CASH (USED IN) INVESTING ACTIVITIES
|
-
|
(51,107
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from sale of common stock, net of issuance costs
|
-
|
1,495,735
|
||||||
Purchase of treasury shares
|
-
|
(22,000
|
)
|
|||||
Preferred stock dividends paid
|
-
|
(1,432,017
|
)
|
|||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
41,718
|
||||||
NET INCREASE (DECREASE) IN CASH
|
14,538
|
(20,133
|
)
|
|||||
CASH AT BEGINNING OF PERIOD
|
97,531
|
434,619
|
||||||
CASH AT END OF PERIOD
|
$
|
112,069
|
$
|
414,486
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Mineral property acquired in reverse acquisition
|
$
|
-
|
$
|
3,314
|
||||
Oil and gas properties purchased with accounts payable, related party
|
$
|
43,195
|
$
|
-
|
||||
Conversion of preferred stock
|
$
|
-
|
$
|
4,289
|
||||
Liabilities acquired in reverse acquisition
|
$
|
-
|
$
|
171,597
|
1)
|
The fair value measurement;
|
2)
|
The level within the fair value hierarchy in which the fair value measurement in their entirety fall, segregating significant other observable inputs (Level 2) and significant observable inputs (Level 3);
|
3)
|
For fair value measurements using significant unobservable inputs (Level3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:
|
i)
|
total gains or losses for the period (realized and unrealized) segregating those gains or losses included in earnings, a description of where gains or losses included in earnings are reported in the statement of operations;
|
ii)
|
the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets and still held at the reporting period date and a description of where those unrealized gains or losses are reported;
|
iii)
|
purchases, sales, issuances, and settlements (net); and
|
iv)
|
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.
|
October 31,
|
July 31,
|
|||||||
2015
|
2015
|
|||||||
Proved leasehold costs
|
$
|
2,475,789
|
$
|
2,521,916
|
||||
Cost of wells and development
|
4,318,065
|
4,274,870
|
||||||
Asset retirement obligation, asset
|
211,656
|
207,993
|
||||||
Total cost of oil and gas properties
|
7,005,510
|
7,004,779
|
||||||
Less: Accumulated depletion
|
(932,049
|
)
|
(873,027
|
)
|
||||
Oil and gas properties, net full cost method
|
$
|
6,073,461
|
$
|
6,131,752
|
October 31,
|
July 31,
|
|||||||
2015
|
2015
|
|||||||
Related Party:
|
||||||||
Oil and gas receivables
|
$
|
122,039
|
$
|
111,678
|
||||
Accounts payable
|
$
|
393,722
|
$
|
203,939
|
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
|
October 31,
|
July 31,
|
|||||||
2015
|
2015
|
|||||||
Asset retirement obligation - Beginning of period
|
$
|
240,254
|
$
|
278,612
|
||||
Asset retirement obligation incurred
|
3,663
|
7,434
|
||||||
Accretion
|
3,390
|
11,596
|
||||||
Revisions in estimated cash flows
|
-
|
(57,388
|
)
|
|||||
Asset retirement obligation - End of period
|
$
|
247,307
|
$
|
240,254
|
Three Months Ended October 31,
|
||||||||
2015
|
2014
|
|||||||
Revenue, oil and gas sales
|
$
|
122,039
|
$
|
297,531
|
||||
Number of BOE sold
|
4,514
|
6,232
|
||||||
Average price per BOE
|
$
|
27.04
|
$
|
47.74
|
||||
Net production (BOE)
|
4,509
|
6,151
|
||||||
Average daily net production (BOE)
|
49
|
67
|
Incorporated by Reference
|
|||||
Exhibit
Number
|
Document Description
|
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.
|
10-K
|
11/13/15
|
3.12
|
|
3.13
|
Bylaws – Amazing Energy, Inc.
|
10-K
|
11/13/15
|
3.13
|
|
3.14
|
Articles of Organization – Amazing Energy LLC
|
10-K
|
11/13/15
|
3.14
|
|
3.15
|
Operating Agreement – Amazing Energy LLC
|
10-K
|
11/13/15
|
3.15
|
|
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
|
|
10.16
|
Termination of Stock Exchange Agreement.
|
X
|
|||
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
|
10-K
|
11/13/15 | 21.1 | |
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.
|
||
By:
|
JED MIESNER
|
|
Jed Miesner
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
||
By:
|
MATTHEW J. COLBERT
|
|
Matthew J. Colbert
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
Incorporated by Reference
|
|||||
Exhibit
Number
|
Document Description
|
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.
|
10-K
|
11/13/15
|
3.12
|
|
3.13
|
Bylaws – Amazing Energy, Inc.
|
10-K
|
11/13/15
|
3.13
|
|
3.14
|
Articles of Organization – Amazing Energy LLC
|
10-K
|
11/13/15
|
3.14
|
|
3.15
|
Operating Agreement – Amazing Energy LLC
|
10-K
|
11/13/15
|
3.15
|
|
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
|
|
10.16
|
Termination of Stock Exchange Agreement.
|
X
|
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
|
10-K
|
11/13/15 | 21.1 |
|
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
|
COMPANY
|
||
AMAZING ENERGY OIL AND GAS, CO.
|
||
BY:
|
MATT COLBERT
|
|
Matt Colbert, Chief Financial Officer
|
||
JILPETCO, INC.
|
||
JED MIESNER
|
||
Jed Miesner, President, Owner
|
||
JED MIESNER
|
||
Jed Miesner, individually
|
1.
|
I have reviewed this Form 10-Q for the period ended October 31, 2015 of Amazing Energy Oil and Gas, Co.;
|
|
2.
|
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;
|
|
3.
|
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;
|
|
4.
|
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:
|
|
|
a.
|
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;
|
|
b.
|
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;
|
|
c.
|
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
|
|
d.
|
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
|
5.
|
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):
|
|
|
a.
|
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
|
|
b.
|
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.
|
Date:
|
December 14, 2015
|
JED MIESNER
|
|
Jed Miesner
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed this Form 10-Q for the period ended October 31, 2015 of Amazing Energy Oil and Gas, Co.;
|
|
2.
|
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;
|
|
3.
|
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;
|
|
4.
|
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:
|
|
|
a.
|
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;
|
|
b.
|
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;
|
|
c.
|
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
|
|
d.
|
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
|
5.
|
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):
|
|
|
a.
|
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
|
|
b.
|
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.
|
Date:
|
December 14, 2015
|
MATTHEW J. COLBERT
|
|
Matthew J. Colbert
|
|
|
Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
JED MIESNER
|
|
Jed Miesner
|
|
Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
MATTHEW J. COLBERT
|
|
Matthew J. Colbert
|
|
Chief Financial Officer
|