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

FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
July 21, 2016 (April 20, 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 filed 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 July 18, 2016, we amended the foregoing agreement by increasing the number of shares of common stock being issued to Seller from 5,349,153 shares of common stock to 5,373,528 shares of common stock and increasing the number of votes per share of the Series A Preferred Stock from 1,000 votes per share to 10,000 votes per share.

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. 2 to Agreement with Gulf South Holding, Inc.



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SIGNATURES

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

Dated this 21 st day of July, 2016.

 
AMAZING ENERGY OIL AND GAS, CO.
     
     
 
BY:
TIMOTHY FLANAGAN
   
Timothy Flanagan, President










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Exhibit 10.1

AMENDMENT NO. 2 TO STOCK EXCHANGE AGREEMENT

THIS AMENDMENT (the "Amendment") is made and entered into this 18th day of July, 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;

B.
Whereas the Agreement provided that the Company would exchange Five Million, Three Hundred Forty-Nine Thousand, One Hundred Fifty-Three (5,349,153) restricted shares of Company's common stock (the "Shares") plus Two Million, Six Hundred Seventy-Four Thousand, Five Hundred Seventy-Six (2,674,576) stock purchase warrants (the "Warrants") of the Company in consideration for Seller transferring all right, title and interest in and to 100,000 shares of common stock (the "GSSI Shares") of Gulf South Securities, Inc., a Delaware corporation ("GSSI") which is registered with the Securities and Exchange Commission (the "SEC") and Financial Industry Regulatory Authority ("FINRA") as a broker-dealer.;

C.
Whereas the parties desire that the Company increase the number of restricted shares of common stock to be issued to Seller from 5,349,153 shares to of common stock to 5,373,528 shares of common stock;

D.
Whereas the Agreement provided that Series A Preferred Stock to be issued with 1,000 votes per shares; and,

E.
Whereas the parties desire to increase the number of votes per share of Series A Preferred Stock from 1,000 votes per share to 10,000 votes per share.


Amendment

NOW THEREFORE , Section 1.01 of the Agreement is hereby amended to read as follows:

1.01              Exchange of Common Stock .  Company agrees to exchange Five Million, Three Hundred Seventy-Three Thousand, Five Hundred and Twenty Eight (5,373,528) restricted shares of Company's common stock (the "Shares") plus Two Million, Six Hundred Seventy-Four Thousand, Five Hundred Seventy-Six (2,674,576) stock purchase warrants (the "Warrants") of the Company in consideration for Seller transferring all right, title and interest in and to 100,000 shares of common stock (the "GSSI Shares") of Gulf South Securities, Inc., a Delaware corporation ("GSSI") which is registered with the Securities and Exchange Commission (the "SEC") and Financial Industry Regulatory Authority ("FINRA") as a broker-dealer.  The foregoing 100,000 shares of GSSI constitutes all of the authorized, issued, and outstanding shares of common stock of GSSI.  There are no other authorized, issued or outstanding securities of GSSI.
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and Section 1.03 of the Agreement is hereby amended to read as follows:

1.03              Series A Preferred Stock.   The Company's financial statements reflect an outstanding indebtedness owed in the approximate amount of $3,900,000.00 to entities under the common control of Jed Miesner ("Miesner").  Miesner will convert $900,000 of that debt into 9,000 restricted shares of Series A Preferred Stock, the specific terms thereof will be contained in an appropriate designation filed with the Nevada Secretary of State.  The balance of the debt will remain unchanged.  The Series A Preferred shares may be redeemed by the Company at any time upon payment of $100.00 per share.  On the fifth anniversary of the Closing, any shares of Series A Preferred Stock outstanding share will, at the discretion of Miesner, be convertible, for a period of three (3) years into common stock purchase warrants of the Company's common stock at an exercise price of one dollar (1.00) per share on the basis of 110 shares of common stock for each one (1) share of Series A Preferred Stock outstanding.  Each share of Series A Preferred Stock will have 10,000 votes and will vote as a unit with all other shares of common and preferred stock.  The Series A Preferred Stock will not accrue or paid any dividends and may not be assigned or transferred except under a plan for wealth transfer and estate planning.  For each spud oil and gas well drilled by the Company with funds raised or delivered due to the efforts of the former Gulf South Officers, now Company employees, the Company will pay Miesner $10,000.00 in exchange for 100 shares of Series A Preferred Stock.  In the event that the Company drills wells for its own account the Board of Directors of the Company will decide if such wells qualify for the aforementioned spud bonus.  The Company will promptly cancel any Preferred Stock purchased.  As partial consideration for the fore-going, Miesner will execute a partial release of his collateralize security interest in the Company's oil and gas leaseholds.  All necessary documents of releasing his collateralized security interest in the Company's oil and gas leaseholds will be delivered on Closing. In addition, Miesner agrees to specifically release any liens and not hinder clean title where assignments of interests are made by the Company to the Company's contemplated drilling partnerships.

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. 2 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:
TIMOTHY FLANAGAN
   
Timoth Flanagan, President
     
 
SELLER
   
 
GULF SOUTH HOLDING, INC.
     
     
 
BY:
ART SELIGMAN
   
Art Seligman, President



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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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