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

FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
April 29, 2016 (April 28, 2016)

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

NEVADA
(State or other jurisdiction of incorporation)

000-52392
(Commission File No.)

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

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

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

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


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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

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

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

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

 
ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.
Document Description
   
10.1
Amendment No. 1 to Agreement with Gulf South Holding, Inc.



SIGNATURES

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

Dated this 29 th day of April, 2016.

 
AMAZING ENERGY OIL AND GAS, CO.
     
     
 
BY:
JED MIESNER
   
Jed Miesner, Chairman of the Board





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Exhibit 10.1

AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT

THIS AMENDMENT (the "Amendment") is made and entered into this 28th day of April, 2016, by and among Amazing Energy Oil and Gas, Co., a Nevada corporation (hereinafter referred to as the "Company") and Gulf South Holding, Inc., a Delaware corporation (hereinafter referred to as the "Seller") Gulf South Securities, Inc., a Delaware corporation (hereinafter referred to as "GSSI"); Jed Miesner, individually, and on behalf of Petro Pro Ltd., JLM Strategic Investments, LP, and Jed and Lesa Miesner, husband and wife (hereinafter referred to as "Miesner"); and Bories Capital, LLC (hereinafter referred to as "Bories"), on the following terms:

A.
Whereas the parties entered into a Stock Exchange Agreement dated April 15, 2016, (the "Agreement") a copy of which is incorporated herein by reference as though set forth in full; and,

B.
Whereas the Agreement provided that Closing would occur no later than April 24, 2016; and,

C.
Whereas the parties desire to extend the Closing to May 2, 2016.


Amendment

NOW THEREFORE , Section 1.05(a) of the Agreement is hereby amended to read as follows:

The exchange of the foregoing securities will take place at a closing (the "Closing"), to be held at such date, time and place at the Law Office of Conrad C. Lysiak, P.S. as determined by the Seller and the Company but in no event later than May 2, 2016.

All other provisions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF , the corporate parties hereto have caused this Amendment No. 1 to be executed by their respective officers, hereunto duly authorized, as of the date first above written.

 
COMPANY
   
 
AMAZING ENERGY OIL AND GAS, CO.
     
     
 
BY:
JED MIESNER
   
Jed Miesner, President
     
 
SELLER
   
 
GULF SOUTH HOLDING, INC.
     
     
 
BY:
ART SELIGMAN
   
Art Seligman, President
1

     
 
GSSI
   
 
GULF SOUTH SECURITIES, INC.
     
     
 
BY:
TIMOTHY J. FLANAGAN
   
Timothy J. Flanagan, President
     
     
 
MIESNER
   
   
 
JED MIESNER
 
Jed Miesner, individually
     
     
 
BORIES
   
 
BORIES CAPITAL, LLC.
     
     
 
BY:
ROBERT A. BORIES
   
Robert A. Bories, Managing Member











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