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 and six months ended
January 31, 2016 and 2015
|
4
|
||
Consolidated Statements of Cash Flows
– for the six months ended
January 31, 2016 and 2015
|
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
|
14
|
||
Legal Proceedings
|
14
|
||
Risk Factors
|
14
|
||
Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
||
Defaults Upon Senior Securities
|
14
|
||
Mine Safety Disclosures
|
15
|
||
Other Information
|
15
|
||
Exhibits
|
15
|
||
17
|
January 31,
|
July 31,
|
|||||||
2016
|
2015
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
110,649
|
$
|
97,531
|
||||
Prepaid expenses
|
17,301
|
18,530
|
||||||
Oil and gas receivables, related party
|
70,197
|
111,678
|
||||||
Total current assets
|
198,147
|
227,739
|
||||||
Property, plant, and equipment, net
|
22,232
|
25,150
|
||||||
Mineral property
|
-
|
3,314
|
||||||
OIL AND GAS PROPERTIES, Full Cost Method:
|
||||||||
Evaluated properties, net of accumulated depletion of $ 978,465 and
$873,027 respectively
|
6,039,485
|
6,131,752
|
||||||
Other assets
|
26,621
|
26,622
|
||||||
Total Assets
|
$
|
6,286,485
|
$
|
6,414,577
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
11,004
|
$
|
38,449
|
||||
Accounts payable, related party
|
536,561
|
203,939
|
||||||
Accrued liabilities
|
16,889
|
76,447
|
||||||
Interest payable, related party
|
477,958
|
343,219
|
||||||
Convertible debt, related party, current portion
|
621,628
|
519,014
|
||||||
Loan and deposit from Afranex
|
-
|
100,213
|
||||||
Total current liabilities
|
1,664,040
|
1,281,281
|
||||||
LONG TERM LIABILITIES:
|
||||||||
Asset retirement obligation
|
250,670
|
240,254
|
||||||
Long-term convertible debt, related party
|
2,746,846
|
2,849,459
|
||||||
Total long-term liabilities
|
2,997,516
|
3,089,713
|
||||||
Total Liabilities
|
4,661,556
|
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,
53,491,528 and 53,441,528 issued and outstanding respectively
|
53,492
|
53,442
|
||||||
Additional paid-in capital
|
20,495,636
|
20,480,686
|
||||||
Accumulated deficit
|
(18,924,199
|
)
|
(18,490,545
|
)
|
||||
1,624,929
|
2,043,583
|
|||||||
Total Liabilities and Stockholders' Equity
|
$
|
6,286,485
|
$
|
6,414,577
|
Three Month Periods
Ended January 31,
|
Six Month Periods
Ended January 31,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
REVENUES:
|
||||||||||||||||
Gross Oil and Gas Sales to Related Party
|
$
|
60,505
|
$
|
221,471
|
$
|
182,544
|
$
|
545,788
|
||||||||
Revenue adjustment (Note 5)
|
(43,603
|
)
|
-
|
(43,603
|
)
|
-
|
||||||||||
Net Oil and Gas Sales
|
16,902
|
221,471
|
138,941
|
545,788
|
||||||||||||
OPERATING COSTS AND EXPENSES:
|
||||||||||||||||
Lease operating expenses
|
86,796
|
211,508
|
233,384
|
429,508
|
||||||||||||
Selling, general, and administrative costs
|
97,028
|
113,717
|
190,289
|
316,983
|
||||||||||||
Depreciation expense
|
1,349
|
1,769
|
2,809
|
3,537
|
||||||||||||
Depletion expense
|
46,416
|
114,113
|
105,438
|
224,437
|
||||||||||||
Accretion expense
|
3,363
|
3,613
|
6,753
|
7,054
|
||||||||||||
Gain on mineral property
|
(146,898
|
)
|
-
|
(146,898
|
)
|
-
|
||||||||||
Write-off of leasehold
|
-
|
-
|
46,127
|
-
|
||||||||||||
Total operating costs and expenses
|
88,054
|
444,720
|
437,902
|
981,519
|
||||||||||||
LOSS FROM OPERATIONS
|
(71,152
|
)
|
(223,249
|
)
|
(298,961
|
)
|
(435,731
|
)
|
||||||||
OTHER INCOME (EXPENSE):
|
||||||||||||||||
Interest income
|
34
|
69
|
47
|
173
|
||||||||||||
Interest expense, related party
|
(67,370
|
)
|
(48,111
|
)
|
(134,739
|
)
|
(96,222
|
)
|
||||||||
Total other income (expense)
|
(67,336
|
)
|
(48,042
|
)
|
(134,692
|
)
|
(96,049
|
)
|
||||||||
NET LOSS
|
(138,488
|
)
|
(271,291
|
)
|
(433,653
|
)
|
(531,780
|
)
|
||||||||
NET LOSS - NON -CONTROLLING
INTEREST
|
-
|
(102,795
|
)
|
-
|
(203,718
|
)
|
||||||||||
NET LOSS - AMAZING ENERGY OIL AND
GAS CO.
|
(138,488
|
)
|
(168,496
|
)
|
(433,653
|
)
|
(328,062
|
)
|
||||||||
PREFERRED DIVIDENDS ATTRIBUTABLE
TO AMAZING ENERGY OIL AND GAS,
CO. STOCKHOLDERS
|
-
|
(1,432,840
|
)
|
-
|
(1,432,840
|
)
|
||||||||||
NET LOSS ATTRIBUTABLE TO AMAZING
ENERGY OIL AND GAS, CO.
STOCKHOLDERS
|
$
|
(138,488
|
)
|
$
|
(1,601,336
|
)
|
$
|
(433,653
|
)
|
$
|
(1,760,902
|
)
|
||||
NET LOSS PER COMMON SHARE – Basic and diluted
|
$
|
(0.003
|
)
|
$
|
(0.136
|
)
|
$
|
(0.008
|
)
|
$
|
(0.202
|
)
|
||||
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic and diluted
|
53,462,452
|
11,732,538
|
53,451,990
|
8,720,211
|
Six Month Periods
|
||||||||
Ended January 31,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(433,653
|
)
|
$
|
(531,780
|
)
|
||
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
Stock based compensation expense
|
-
|
75,000
|
||||||
Common stock issued for services
|
15,000
|
-
|
||||||
Depreciation expense
|
2,809
|
3,703
|
||||||
Depletion expense
|
105,438
|
224,437
|
||||||
Accretion expense
|
6,753
|
7,054
|
||||||
Gain on mineral property
|
(146,898
|
)
|
-
|
|||||
Write off of leasehold
|
46,127
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Oil and gas receivables, related party
|
41,481
|
89,365
|
||||||
Accounts payable
|
(27,445
|
)
|
(10,537
|
)
|
||||
Accounts payable, related party
|
276,988
|
(72,072
|
)
|
|||||
Prepaid expenses and other current assets
|
1,229
|
-
|
||||||
Accrued expenses
|
(59,558
|
)
|
106,837
|
|||||
Interest payable, related party
|
134,738
|
-
|
||||||
NET CASH (USED IN) OPERATING ACTIVITIES
|
(36,991
|
)
|
(107,993
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds from optioned mineral property
|
50,000
|
|||||||
Proceeds from the sale of oil and gas properties
|
-
|
66,777
|
||||||
Cash acquired in reverse merger
|
-
|
37,508
|
||||||
Purchase of oil and gas equipment
|
109
|
(1,327
|
)
|
|||||
Purchase of oil and gas properties
|
-
|
(264,600
|
)
|
|||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
50,109
|
(161,642
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from sale of common stock, net of issuance costs
|
-
|
1,500,000
|
||||||
Proceeds from borrowings
|
-
|
12,000
|
||||||
Preferred stock dividends paid
|
-
|
(1,432,840
|
)
|
|||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
79,160
|
||||||
NET DECREASE IN CASH
|
13,118
|
(190,475
|
)
|
|||||
CASH AT BEGINNING OF PERIOD
|
97,531
|
434,619
|
||||||
CASH AT END OF PERIOD
|
$
|
110,649
|
$
|
244,144
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Oil and gas properties purchased with accounts payable related party
|
$
|
55,634
|
$
|
-
|
||||
Loan and deposit exchanged for mineral property
|
$
|
100,212
|
$
|
-
|
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.
|
January 31,
|
July 31,
|
|||||||
2016
|
2015
|
|||||||
Proved leasehold costs
|
$
|
2,477,079
|
$
|
2,521,916
|
||||
Cost of wells and development
|
4,329,215
|
4,274,870
|
||||||
Asset retirement obligation, asset
|
211,656
|
207,993
|
||||||
Total cost of oil and gas properties
|
7,017,950
|
7,004,779
|
||||||
Less: Accumulated depletion
|
(978,465
|
)
|
(873,027
|
)
|
||||
Oil and gas properties, net full cost method
|
$
|
6,039,485
|
$
|
6,131,752
|
January 31,
|
July 31,
|
|||||||
2016
|
2015
|
|||||||
Related Party:
|
||||||||
Oil and gas receivables
|
$
|
70,197
|
$
|
111,678
|
||||
Accounts payable
|
$
|
536,561
|
$
|
203,939
|
January 31,
|
July 31,
|
|||||||
2016
|
2015
|
|||||||
Asset retirement obligation - Beginning of period
|
$
|
240,254
|
$
|
278,612
|
||||
Asset retirement obligation incurred
|
3,663
|
7,434
|
||||||
Accretion
|
6,753
|
11,596
|
||||||
Revisions in estimated cash flows
|
-
|
(57,388
|
)
|
|||||
Asset retirement obligation - End of period
|
$
|
250,670
|
$
|
240,254
|
Consideration
|
$
|
300,000
|
||
Option fee payment
|
(50,000
|
)
|
||
Loans due to Afranex
|
(80,212
|
)
|
||
Balance due to Amazing upon exercise of option
|
$
|
169,788
|
Three Months Ended January 31,
|
||||||||
2016
|
2015
|
|||||||
Revenue, oil and gas sales
|
$
|
60,505
|
$
|
221,471
|
||||
Number of BOE sold
|
3,549
|
6,546
|
||||||
Average price per BOE (Gross selling price)
|
$
|
17.05
|
$
|
33.83
|
||||
Net production (BOE)
|
3,546
|
7,376
|
||||||
Average daily net production (BOE)
|
39
|
80
|
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 August 10, 2015
|
8-K
|
08/12/15
|
10.1
|
|
10.16
|
Termination of Stock Exchange Agreement.
|
10-Q
|
12/15/15
|
10.1
|
|
10.17
|
Agreement with Delaney Equity Group, LLC
|
10-Q
|
10.17
|
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. COLBER | |
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 August 10, 2015
|
8-K
|
08/12/15
|
10.1
|
|
10.16
|
Termination of Stock Exchange Agreement.
|
10-Q
|
12/15/15
|
10.1
|
|
10.17
|
Agreement with Delaney Equity Group, LLC
|
10-Q
|
10.17
|
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
|
1.
|
For the purposes of this Agreement, the term
"Services"
shall include efforts to Advise the Company and/or any of its Projects, or otherwise arrange for the Company to receive capital on terms and conditions acceptable to the Company, through any legal means, whether equity, debt or any combination thereof, (collectively, a
"Financing"
)
|
2.
|
For the purposes of this Agreement, an Accredited Investor, as such term is defined in Rule 501 of Regulation D, shall be considered to have been introduced to the Company
|
3.
|
Nothing contained in this Agreement shall be construed as an offer by Delaney or any of its affiliates to extend credit. In addition, Delaney does not provide legal, tax or accounting services and does not render such advice.
|
4.
|
The "Term" of this Agreement shall extend from the date of this agreement executed for a period of one (1) year unless Delaney is contacted by the Company to terminate this agreement at any time, with or without cause (the "Termination Date"), provided, howev- er, that the termination of this Agreement shall not in any way limit, modify or otherwise affect the rights of Delaney to: (i) receive its entire compensation pursuant to the terms of this Agreement in connection with any services or a Financing involving the Company during the Term of this Agreement or subsequent to the termination or expimtion of this Agreement as provided in Section 5(a)(v) below, (ii) receive reimbursement, on an ac- countable basis and in an amount not to exceed $00.00, of expenses incurred by Delaney up to the date of termination or expiration of this Agreement pursuant to the terms of Sec- tion 5(a)(iv) hereof, and (iii) be protected by the indemnification rights, waivers and other provisions of this Agreement. Delaney will submit the sales materials, any preliminary/ introductory letter or memorandum and all other material written information to the Company for approval before distributing. The Company will authorize distribution or provide comments to Delaney within five business days after receiving such material.
|
5.
|
In consideration of the performance of the Services pursuant to this Agreement, the Com- pany shall compensate Delaney as follows:
|
a.
|
The obligation of the Company to pay fees under this section 5 a. of the agree- ment shall not arise until upon the closing of a Financing on terms accepted in writing by the Company with a Delaney Referred Investor, the Company shall pay fees to Delaney promptly following the actual transfer of Consideration (as defined herein) to the Company, its stockholders, affiliates or subsidiaries. These fees shall consist of the following:
|
i.
|
A cash fee equal to seven percent (7.0%) of the aggregate Consideration received by the Company, its stockholders, affiliates or subsidiaries from said investors relative to a Financing in equity referred to in this Section 5(a) (i); in addition, the Company shall issue to Delaney warrants (the
"Financing Warrants"
) Delaney with receive ten percent (10%) of the number of Shares Purchased or the total amount raised which every is greater. The effective price per share will be $1.20 per share. The cash fee shall be payable to Delaney by the Company at closing. The Company shall cause the f'mancing warrants to be issued to Delaney within thirty days of closing of a fmancing.
|
ii.
|
Non-accountable expenses equal to two percent (2.0%) of the aggregate Consideration.
|
iii.
|
The Financing Warrants shall be exercisable at the option of the holder for a period of three (3) years from the date of closing of any financing at an exercise price (the "Financing Warrant Exercise Price"). The terms of the Financing Warrants shall be set forth in an agreement (the "Financing Warrant Agreement") in form and substance reasonably satisfactory to the Company and Delaney. The financing Warrant Agreement shall con-tain customary terms, including without limitation, customary piggy back registration rights to investor, etc. The Company shall cause the Financ- ing Warrants to be issued to Delaney within 30 days after of Closing.
|
iv.
|
If all or part of the Financing is in the form of a note that is convertible into equity, the Company shall pay fees on the portion of the Considera- tion that meets these criteria in accordance with Section 5(a) (i) of this Agreement.
|
v.
|
If all or part of the Financing for a particular Company, for Acquisitions, drilling funds and or Projects is in the form of non-convertible debt or equity, (i.e.) debt financing transaction etc, then the cash fee shall be six per cent (6.0%) of the gross amount raised up to $10 million, 5% up to $ 15 million 4% up to $20 million and thereafter. In addition, the Compa- ny shall issue to Delaney warrants (the
"Financing Warrants"
) equal to seven percent (7.0%) of the gross dollar amount raised. Said warrants wi ll be exercisable at 100% of the five day bid price "YWAP" for ordi-nary shares. In the event another financing group is introduced by De- laney the company total fees will not exceed the above. Delaney may assign a ny or a ll of its rights to aftiliates.
|
vi.
|
As a Banker/Advisor Delaney will receive twelve thousand five hundred shares a month of restricted stock starting thirty days after signing. Effec- tive delivery will start 60 day from signing and follow every thirty days. As an incentive when Amazing stock trades at $1.50 a share for (30 con-secutive) Delaney will receive a bonus of seventy five thousand shares. At $2.00 per share at (30 consecutive) Delaney will receive fifty thou-sand shares. Delaney will also receive three (3%) of the gross amount of any merger, acquisition or transaction that the firm introduces or advises on. Delaney will not receive a 3% advisor fee on top of a referral fee for a financing or a referral fee on top of advisor fee. Delaney wiII also ad- ise and/or review the company business plan, research report, share-holder list, becoming a fully reporting company in the US and or up-list to NASDAQ or any aspect with management as might develop. As advi- sor, Delaney will receive $1,000 a month starting October 15, 2015. In the event Delaney contracts out for an independent report, and only with the company approval, then the company will be responsible for said cost.
|
vii.
|
Subsequent Transactions Tail. During the Term of this Agreement, and for a period of thirty six (36) months after the termination, last closing or expiration of this Agreement, if the Company consummates a Financing with any Delaney Referred investor or Group then the Company shall pay to Delaney all fees and expenses provided hereunder.
|
b.
|
Fees and expenses due Delaney hereunder shall be earned and paid out of the funds received at the closing of any Financing. It is understood that in the event
|
c.
|
Delaney and/or its atliliates may be a Delaney Referred Investor in any Financ-ing.
|
d.
|
During the Term of this Agreement and subject to the Company's prior writien approval which may not be reasonably withheld, Delaney reserves the right to have selected dealers ("
Selected Dealers
") in good standing with the NYSE and/ or the Financial Industry Regulatory Authority (
"
FINRA
"
) participate in the Fi- nancing, specifically for the purposes of assisting the Company in finding quali- fied accredited investors for any Financing. Such Selected Dealers shall be com- pensated as directed by Delaney. Delaney may a assign any and all right to affili- ates.
|
Sincerely,
|
|||
Delaney Equity Group, LLC.
|
|||
John Calabria
|
Banking Group
|
||
Accepted and agreed as of the date first above written:
|
|||
Amazing Energy Oil and Gas, Co.
|
|||
JED MIESNER
|
|||
Jed Miesner
|
President
|
Jed
|
||
Miesner, Director
|
Bob Manning, Director
|
|
Tony
Alford, Director
|
|
Darrell R. Carey, Director
|
|
1.
|
I have reviewed this Form 10-Q for the period ended January 31, 2016 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:
|
March 15, 2016
|
JED MIESNER
|
|
Jed Miesner
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed this Form 10-Q for the period ended January 31, 2016 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:
|
March 15, 2016
|
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
|