☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 2016
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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
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5
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Business.
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5
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Risk Factors.
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14
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Unresolved Staff Comments.
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14
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Properties.
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14
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Legal Proceedings.
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18
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Mine Safety Disclosures.
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18
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18
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||
Market for the Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.
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18
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Selected Financial Data.
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20
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Management's Discussion and Analysis of Financial Condition and Results of Operation.
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20
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Quantitative and Qualitative Disclosures About Market Risk.
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27
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Financial Statements and Supplementary Data.
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27
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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50
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Controls and Procedures.
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51
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Other Information.
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52
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52
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||
Directors, Executive Officers and Corporate Governance.
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52
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Item 11
.
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Executive Compensation.
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56
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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57
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Certain Relationships and Related Transactions, and Director Independence.
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60
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Principal Accountant Fees and Services.
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61
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62
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Exhibits and Financial Statement Schedules.
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62
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64
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65
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Basin
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A large natural depression on the earth's surface in which sediments generally brought by water accumulate.
|
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Bbl
|
One stock tank barrel, of 42 U.S. gallons liquid volume, used to reference oil, condensate or NGLs.
|
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Boe
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Barrel of oil equivalent, determined using the ratio of six Mcf of gas to one Boe, and one Bbl of NGLs to one Boe.
|
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Completion
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The installation of permanent equipment for production of oil or gas, or, in the case of a dry well, for reporting to the appropriate authority that the well has been abandoned.
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Developed oil and gas reserves
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Has the meaning given to such term in Rule 4-10(a)(6) of Regulation S-X, as follows:
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Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
|
||
(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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Dry hole or well
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An exploratory, development or extension well that proved to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.
|
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Hydraulic fracturing
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The technique designed to improve a well's production rates by pumping a mixture of water and sand (in our case, over 99% by mass) and chemical additives (in our case, less than 1% by mass) into the formation and rupturing the rock, creating an artificial channel.
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Lease operating expenses
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The expenses of lifting oil or gas from a producing formation to the surface, and the transportation and marketing thereof, constituting part of the current operating expenses of a working interest, and also including labor, superintendence, supplies, repairs, short-lived assets, maintenance, allocated overhead costs and other expenses incidental to production, but excluding lease acquisition or drilling or completion expenses.
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Mbo
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Thousand barrels of oil or other liquid hydrocarbons.
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Mboe
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Thousand barrels of oil equivalent, determined using the ratio of six Mcf of gas to one Boe, and one Bbl of NGLs to one Boe.
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Mcf
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Thousand cubic feet of natural gas.
|
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Mmcf
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Million cubic feet of gas.
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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.
|
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Productive well
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An exploratory, development or extension well that is not a dry well.
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Name of Subsidiary
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State of
Incorporation
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Ownership
Interest
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Principal Activity
|
||||
Amazing Energy, Inc.
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Nevada
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100
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%
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Oil and gas exploration, development, and products
|
|||
Amazing Energy, LLC
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Texas
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100
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%
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Ownership oil and gas leases
|
|||
Kisa Gold Mining, Inc.
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Alaska
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100
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%
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Mining exploration
|
|||
Gulf South Securities, Inc.
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Delaware
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100
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%
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SEC/FINRA registered broker/dealer
|
|||
Jilpetco, Inc.
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Texas
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100
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%
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Operator and Oilfield services
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·
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58% oil and 42% gas;
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·
|
58% proved developed;
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·
|
Reserve life of approximately 14.73 years;
|
·
|
Non-discounted future net cash flows of $9,787,960;
|
·
|
and PV-10 of $7,324,060
|
·
|
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 $275,000 or less at depths of around 2,000 feet.
|
·
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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.
|
·
|
Completed the acquisition of Gulf South Securities, Inc.
|
·
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Production. Net production for fiscal 2016 totaled 10,978 BOE, compared to 22,976 BOE in fiscal 2015, a 52% decrease. Production for fiscal 2016 was 67% oil and 33% natural gas.
|
·
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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,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Proved developed
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429,387
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457,852
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329,785
|
|||||||||
Proved undeveloped
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315,803
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118,188
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125,590
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|||||||||
Total
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745,190
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576,040
|
455,375
|
|||||||||
Percent of total proved resources
|
100
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%
|
100
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%
|
100
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%
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Proved Reserves
|
||||||||||||||||||||
Oil
(Bbl)
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Natural Gas
(Mcf)
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Total
(BOE)
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Percent
(%)
|
PV-10
|
||||||||||||||||
Proved developed
|
242,640
|
1,120,480
|
429,387
|
58
|
%
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$
|
4,072,590
|
|||||||||||||
Proved undeveloped
|
194,340
|
728,780
|
315,803
|
42
|
%
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$
|
3,251,470
|
|||||||||||||
Total proved reserves
|
436,980
|
1,849,260
|
745,190
|
100
|
%
|
$
|
7,324,060
|
July 31,
2016
|
||||
PV-10
|
$
|
7,324,060
|
||
Present value of future income tax discounted at 10%
|
(2,695,183
|
)
|
||
Standardized measure of discounted future net cash flows
|
$
|
4,628,877
|
Years Ended July 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Production (NET)
|
||||||||||||
Oil (Bbls)
|
7,396
|
12,127
|
11,631
|
|||||||||
Gas (MCF)
|
21,492
|
65,096
|
98,915
|
|||||||||
Total BOE
|
10,978
|
22,976
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28,117
|
|||||||||
Total average barrels of oil per day
|
30
|
63
|
77
|
|||||||||
Average prices
|
||||||||||||
Oil (Bbls)
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$
|
36.49
|
$
|
57.06
|
$
|
93.57
|
||||||
Gas (Mcf)
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$
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2.03
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$
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2.09
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$
|
3.50
|
||||||
Total per BOE
|
$
|
36.83
|
$
|
57.41
|
$
|
94.15
|
Years Ended July 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Development wells:
|
||||||||||||
Productive
|
3
|
2
|
2
|
|||||||||
Dry
|
-
|
-
|
0
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Well Name
|
Working Interest
|
Status
|
|||
WWJD 1
|
100.00%
|
Shut in: Awaiting re-frac
|
|||
WWJD 4
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100.00%
|
Producing well
|
|||
WWJD 5
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100.00%
|
Producing well
|
|||
WWJD 6
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100.00%
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Shut in: Awaiting re-frac
|
|||
WWJD 7
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100.00%
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Shut in: Awaiting re-frac
|
|||
WWJD 8
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100.00%
|
Producing well
|
|||
WWJD 9
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100.00%
|
Producing well
|
|||
WWJD 10
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100.00%
|
Shut in: Awaiting re-frac
|
|||
WWJD 11
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100.00%
|
Producing well
|
|||
WWJD 12
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100.00%
|
Producing well
|
|||
WWJD 13
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40.00%
|
Producing well
|
|||
WWJD 14
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40.00%
|
Producing well
|
|||
WWJD 15
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40.00%
|
Producing well
|
|||
WWJD 16
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100.00%
|
Shut in: Awaiting frac
|
|||
WWJD 21
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100.00%
|
Shut in: Awaiting frac
|
|||
WWJD B-1
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49.50%
|
Producing well
|
|||
WWJD B-2
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49.50%
|
Producing well
|
|||
WWJD B-3
|
49.50%
|
Producing well
|
|||
WWJD C-1
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50.00%
|
Producing well
|
|||
WWJD C-2
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50.00%
|
Producing well
|
|||
WWJD C-3
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50.00%
|
Producing well
|
|||
WWJD C-4
|
50.00%
|
Producing well
|
|||
Producing wells
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16
|
||||
Shut-in wells
|
6
|
||||
Total wells
|
22
|
ITEM 5. |
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Price Per Share
|
||||||||
High Bid
|
Low Bid
|
|||||||
Fiscal Year Ending July 31, 2016
|
||||||||
First quarter
|
$
|
1.07
|
$
|
0.29
|
||||
Second quarter
|
0.35
|
0.30
|
||||||
Third quarter
|
0.51
|
0.30
|
||||||
Fourth quarter
|
1.06
|
0.30
|
||||||
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
|
·
|
Completed the acquisition of Gulf South Securities, Inc.
|
·
|
Production. Net production for fiscal 2016 totaled 10,978 BOE, compared to 22,976 BOE in fiscal 2015, a 52% decrease. Production for fiscal 2016 was 67% oil and 33% natural gas.
|
Number of
Producing Wells
|
||||
Wells with 100% working interest ownership
|
12
|
|||
Wells with 50% working interest ownership
|
4
|
|||
Wells with 49.5% working interest ownership
|
3
|
|||
Wells with 40% working interest ownership
|
3
|
|||
Total producing wells
|
22
|
·
|
An increase in the depleted base of $7,810,958 as of July 31, 2015 to $8,482,271 as of July 31, 2016.
|
·
|
The percentage of depletion rate decreased from 4% as of fiscal 2015 to 1.47% as of fiscal 2016.
|
·
|
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
|
||
2015
|
$67.65
|
$3.25
|
||
2016
|
$42.46
|
$2.25
|
July 31,
2016
|
July 31,
2015
|
Increase
(Decrease)
|
% Change
|
|||||||||||||
Cash
|
$
|
171,265
|
$
|
97,531
|
$
|
73,734
|
76
|
%
|
||||||||
Current assets
|
246,151
|
227,739
|
18,412
|
8
|
%
|
|||||||||||
Total assets
|
6,537,610
|
6,414,577
|
123,033
|
2
|
%
|
|||||||||||
Current liabilities
|
1,379,017
|
1,281,281
|
97,736
|
7
|
%
|
|||||||||||
Total liabilities
|
4,374,150
|
4,370,994
|
3,156
|
0
|
%
|
|||||||||||
Working capital
|
$
|
(1,132,866
|
)
|
$
|
(1,053,542
|
)
|
$
|
(79,324
|
)
|
(8
|
%)
|
1)
|
Cash increased by $73,734
|
2)
|
Oil and gas receivables decreased by $71,820
|
3)
|
Related party payables increased by $777,667
|
4)
|
Interest payable, related party decreased by $343,219
|
5)
|
Current portion of convertible debt, related party decreased by $189,508
|
July 31,
2016
|
July 31,
2015
|
Increase
(Decrease)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
137,309
|
$
|
(154,893
|
)
|
$
|
292,202
|
|||||
Net cash (used in) investing activities
|
$
|
(277,669
|
)
|
$
|
(247,238
|
)
|
$
|
(30,431
|
)
|
|||
Net cash provided by financing activities
|
$
|
214,094
|
$
|
65,043
|
$
|
149,051
|
Net Reserves
|
Cash Flows
|
|||||||||||||||
Oil
(BO)
|
Gas
(Mcf)
|
Non
Discounted
|
Discounted
at 10%
|
|||||||||||||
As of July 31, 2015
|
357,290
|
1,312,500
|
$
|
17,568,310
|
$
|
12,635,730
|
||||||||||
As of July 31, 2016
|
436,980
|
1,849,260
|
$
|
9,787,960
|
$
|
7,324,060
|
·
|
Completed the acquisition of Gulf South Securities, Inc.
|
·
|
Production. Net production for fiscal 2016 totaled 10,978 BOE, compared to 22,976 BOE in fiscal 2015, a 52% decrease. Production for fiscal 2016 was 67% oil and 33% natural gas.
|
Index
|
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
July 31,
|
July 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
171,265
|
$
|
97,531
|
||||
Prepaid expenses
|
35,028
|
18,530
|
||||||
Oil and gas receivables, related party
|
39,858
|
111,678
|
||||||
Total current assets
|
246,151
|
227,739
|
||||||
Property, plant, and equipment, net of accumulated depreciation of $18,236
and $12,399, respectively
|
19,314
|
25,150
|
||||||
Mineral property
|
-
|
3,314
|
||||||
OIL AND GAS PROPERTIES, Full Cost Method
|
||||||||
Evaluated properties, net of accumulated depletion of $997,986 and
$873,027 respectively
|
6,245,523
|
6,131,752
|
||||||
Other assets
|
26,622
|
26,622
|
||||||
Total Assets
|
$
|
6,537,610
|
$
|
6,414,577
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
47,090
|
$
|
38,449
|
||||
Accounts payable, related party
|
981,606
|
203,939
|
||||||
Accrued liabilities
|
20,815
|
76,447
|
||||||
Interest payable, related party
|
-
|
343,219
|
||||||
Current portion of convertible debt, related party
|
329,506
|
519,014
|
||||||
Loan and deposit from Afranex
|
-
|
100,213
|
||||||
Total current liabilities
|
1,379,017
|
1,281,281
|
||||||
LONG TERM LIABILITIES:
|
||||||||
Asset retirement obligation
|
211,218
|
240,254
|
||||||
Common stock payable
|
32,250
|
-
|
||||||
Long-term convertible debt, related party
|
2,751,665
|
2,849,459
|
||||||
Total long-term liabilities
|
2,995,133
|
3,089,713
|
||||||
Total Liabilities
|
4,374,150
|
4,370,994
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 7)
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, no par value per share, 10,000,000 shares authorized,
no shares issued and outstanding
|
-
|
-
|
||||||
Series A Preferred Stock, $0.01 par value, 9,000 and 0 shares issued and outstanding,
$900,000 liquidation preference
|
90
|
-
|
||||||
Series B Preferred Stock, $0.01 par value, 50,000 and 0 shares issued and outstanding,
$5,000,000 liquidation preference
|
500
|
-
|
||||||
Common stock, $0.001 par value per share, 3,000,000,000 shares
authorized, 59,839,456 and 53,441,528 issued and outstanding
|
59,840
|
53,442
|
||||||
Additional paid-in capital
|
27,638,956
|
20,480,686
|
||||||
Accumulated deficit
|
(25,535,926
|
)
|
(18,490,545
|
)
|
||||
2,163,460
|
2,043,583
|
|||||||
Total Liabilities and Stockholders' Equity
|
$
|
6,537,610
|
$
|
6,414,577
|
Years Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
REVENUES:
|
||||||||
Oil and gas sales
|
$
|
250,476
|
$
|
781,133
|
||||
OPERATING COSTS AND EXPENSES:
|
||||||||
Lease operating expenses
|
529,502
|
683,889
|
||||||
Selling, general, and administrative costs
|
478,006
|
694,423
|
||||||
Depreciation expense
|
5,837
|
22,283
|
||||||
Depletion expense
|
124,959
|
306,145
|
||||||
Accretion expense
|
12,854
|
11,596
|
||||||
Gain on mineral property
|
(100,772
|
)
|
(5,192
|
)
|
||||
Total operating costs and expenses
|
1,050,386
|
1,713,144
|
||||||
LOSS FROM OPERATIONS
|
(799,910
|
)
|
(932,011
|
)
|
||||
OTHER INCOME (EXPENSE):
|
||||||||
Interest income
|
87
|
218
|
||||||
Loss on modification of related party notes payable
|
-
|
(13,921,168
|
)
|
|||||
Impairment of goodwill
|
(5,975,836
|
)
|
-
|
|||||
Interest expense, related party
|
(269,722
|
)
|
(231,031
|
)
|
||||
Total other income (expense)
|
(6,245,471
|
)
|
(14,151,981
|
)
|
||||
NET LOSS
|
(7,045,381
|
)
|
(15,083,992
|
)
|
||||
NET LOSS - NON-CONTROLLING INTEREST
|
-
|
(6,157,632
|
)
|
|||||
NET LOSS - AMAZING ENERGY OIL AND GAS, CO.
|
(7,045,381
|
)
|
(8,926,360
|
)
|
||||
PREFERRED DIVIDENDS ATTRIBUTABLE TO AMAZING ENERGY
OIL AND GAS, CO.
|
-
|
(834,697
|
)
|
|||||
DEEMED CAPITAL CONTRIBUTION ON THE EXCHANGE OF RELATED
PARTY DEBT AND INTEREST FOR PREFERRED STOCK
|
454,265
|
-
|
||||||
NET LOSS ATTRIBUTABLE TO AMAZING ENERGY OIL
AND GAS, CO. COMMON STOCKHOLDERS
|
$
|
(6,591,116
|
)
|
$
|
(9,761,057
|
)
|
||
NET LOSS PER COMMON SHARE - Basic and diluted
|
$
|
(0.12
|
)
|
$
|
(0.56
|
)
|
||
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - Basic and diluted
|
53,705,068
|
17,509,962
|
Preferred Stock
|
Common Stock
|
Treasury
|
Non-Controlling
|
Additional
Paid-In
|
Accumulated
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Stock
|
Interest
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||||||||
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
|
|||||||||||||||||||
Common shares issued for services
|
-
|
-
|
50,000
|
50
|
-
|
-
|
14,950
|
-
|
15,000
|
|||||||||||||||||||||||||||
Common shares issued for acquisition
of Gulf South Securities, Inc.
("GSSI")
|
-
|
-
|
5,373,528
|
5,374
|
-
|
-
|
2,434,209
|
-
|
2,439,583
|
|||||||||||||||||||||||||||
Warrants issued for acquisition
of GSSI
|
-
|
-
|
-
|
-
|
-
|
-
|
1,058,528
|
-
|
1,058,528
|
|||||||||||||||||||||||||||
Common shares issued for cost of
acquisition of GSSI
|
-
|
-
|
275,000
|
275
|
-
|
-
|
93,225
|
-
|
93,500
|
|||||||||||||||||||||||||||
Preferred series B shares issued for
acquisition of GSSI
|
50,000
|
500
|
-
|
-
|
-
|
-
|
2,476,303
|
-
|
2,476,803
|
|||||||||||||||||||||||||||
Preferred series A shares issued for
conversion of debt and interest
|
9,000
|
90
|
-
|
-
|
-
|
-
|
445,645
|
-
|
445,735
|
|||||||||||||||||||||||||||
Deemed capital contribution on the
exchange of related party debt and
interest
|
-
|
-
|
-
|
-
|
-
|
-
|
454,265
|
-
|
454,265
|
|||||||||||||||||||||||||||
Common shares issued for cash
|
-
|
-
|
699,400
|
699
|
-
|
-
|
181,145
|
-
|
181,844
|
|||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,045,381
|
)
|
(7,045,381
|
)
|
|||||||||||||||||||||||||
BALANCES, July 31, 2016
|
59,000
|
$
|
590
|
59,839,456
|
$
|
59,840
|
$
|
-
|
$
|
-
|
$
|
27,638,956
|
$
|
(25,535,926
|
)
|
$
|
2,163,460
|
Years Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(7,045,381
|
)
|
$
|
(15,083,992
|
)
|
||
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
|
||||||||
Stock based compensation expense
|
108,500
|
242,280
|
||||||
Gain from mineral property
|
(100,772
|
)
|
(5,192
|
)
|
||||
Depreciation expense
|
5,837
|
22,283
|
||||||
Depletion expense
|
124,959
|
306,145
|
||||||
Accretion expense
|
12,854
|
11,596
|
||||||
Loss on modification of related party notes payable
|
-
|
13,921,168
|
||||||
Impairment of goodwill
|
5,975,836
|
-
|
||||||
Changes in operating assets and liabilities, net of business acquired:
|
||||||||
Oil and gas receivables, related party
|
71,820
|
122,920
|
||||||
Prepaid expenses and other current assets
|
(16,498
|
)
|
(18,530
|
)
|
||||
Accounts payable
|
8,642
|
14,429
|
||||||
Accounts payable, related party
|
777,667
|
58,763
|
||||||
Accrued liabilities
|
(55,632
|
)
|
22,277
|
|||||
Interest payable, related party
|
269,478
|
230,960
|
||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
137,309
|
(154,893
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds from the sale of oil and gas properties
|
-
|
66,777
|
||||||
Purchase of property and equipment
|
-
|
(1,325
|
)
|
|||||
Proceeds from the sale of property and equipment
|
-
|
19,000
|
||||||
Net cash acquired (advanced) in acquisition of companies
|
(900
|
)
|
37,508
|
|||||
Purchase of oil and gas properties
|
(276,769
|
)
|
(369,198
|
)
|
||||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(277,669
|
)
|
(247,238
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Common stock payable
|
32,250
|
-
|
||||||
Proceeds from sale of common stock, net of issuance costs
|
181,844
|
1,519,060
|
||||||
Purchase of treasury shares
|
-
|
(22,000
|
)
|
|||||
Preferred stock dividends paid
|
-
|
(1,432,017
|
)
|
|||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
214,094
|
65,043
|
||||||
NET INCREASE (DECREASE) IN CASH
|
73,734
|
(337,088
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
97,531
|
434,619
|
||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
171,265
|
$
|
97,531
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Mineral property acquired in reverse acquisition
|
-
|
$
|
3,314
|
|||||
Liabilities acquired in reverse acquisition
|
-
|
171,597
|
||||||
Subsidiary shares exchanged for common stock
|
-
|
21,215
|
||||||
Conversion of preferred stock
|
-
|
4,289
|
||||||
Preferred series A shares issued for conversion of debt and accrued interest (Note 10)
|
$
|
900,000
|
-
|
|||||
Acquisition of subsidiary through issuance of common stock, stock
purchase warrants, and preferred stock (Note 13)
|
$
|
5,974,915
|
-
|
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.
|
July 31, 2016
|
July 31, 2015
|
|||||||
Conversion option on related party debt
|
11,832,724
|
13,921,168
|
||||||
Convertible preferred stock
|
6,490,000
|
-
|
||||||
Warrants
|
2,674,576
|
-
|
||||||
Total potential dilution
|
20,997,300
|
13,921,168
|
Years Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
Proved leasehold costs
|
$
|
2,477,079
|
$
|
2,521,916
|
||||
Cost of wells and development
|
4,600,327
|
4,274,870
|
||||||
Asset retirement obligation, asset
|
166,103
|
207,993
|
||||||
Total cost of oil and gas properties
|
7,243,509
|
7,004,779
|
||||||
Less: Accumulated depletion
|
(997,986
|
)
|
(873,027
|
)
|
||||
Oil and gas properties, net full cost method
|
$
|
6,245,523
|
$
|
6,131,752
|
Years Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
Related Party:
|
||||||||
Oil and gas receivables
|
$
|
39,858
|
$
|
111,678
|
||||
Accounts payable
|
$
|
981,606
|
$
|
203,939
|
2016
|
2015
|
|||||||
Statutory benefit
|
(2,395,430
|
)
|
(5,279,397
|
)
|
||||
Permanent differences:
|
||||||||
Impairment of goodwill
|
2,031,784
|
-
|
||||||
Debt modification
|
208,317
|
4,872,409
|
||||||
Other
|
4,621
|
65,401
|
||||||
Change in valuation allowance
|
150,708
|
341,587
|
||||||
Net tax benefit
|
$
|
-
|
$
|
-
|
2016
|
2015
|
|||||||
Deferred Tax Assets:
|
||||||||
Net operating loss carryforward
|
$
|
2,711,635
|
$
|
2,416,443
|
||||
Depletion and depreciation
|
57,679
|
91,069
|
||||||
Total deferred tax assets
|
2,769,314
|
2,507,512
|
||||||
Deferred Tax Liabilities:
|
||||||||
Intangible drilling and other costs for oil and gas properties
|
(1,466,532
|
)
|
(1,355,438
|
)
|
||||
Other
|
(41,126
|
)
|
(41,126
|
)
|
||||
Total deferred tax liabilities
|
(1,507,658
|
)
|
(1,396,564
|
)
|
||||
Net deferred tax assets and liabilities
|
1,261,656
|
1,110,948
|
||||||
Less: Valuation allowance
|
(1,261,656
|
)
|
(1,110,948
|
)
|
||||
Total Deferred Tax Assets and Liabilities
|
$
|
-
|
$
|
-
|
Contractual Principal Maturities
|
||||||||||||||||
Years Ending
|
JLM Strategic
|
|||||||||||||||
July 31,
|
Jed Miesner
|
Petro Pro, Ltd.
|
Investments, LP
|
Total
|
||||||||||||
2017
|
$
|
191,029
|
$
|
108,315
|
$
|
30,162
|
$
|
329,506
|
||||||||
2018
|
57,676
|
32,703
|
11,009
|
101,387
|
||||||||||||
2019
|
62,690
|
35,319
|
-
|
97,609
|
||||||||||||
2020
|
67,273
|
38,144
|
-
|
105,417
|
||||||||||||
2021
|
72,655
|
41,196
|
-
|
113,851
|
||||||||||||
Subsequent years
|
1,489,078
|
844,323
|
-
|
2,333,401
|
||||||||||||
$
|
1,940,000
|
$
|
1,100,000
|
$
|
41,171
|
$
|
3,081,171
|
Preferred A
|
||||
Stock price on transaction date
|
$
|
0.454
|
||
Exercise price
|
$
|
1.00
|
||
Expected life in years
|
8.00
|
|||
Expected volatility - peer group
|
195.18
|
%
|
||
Risk free rate
|
1.29
|
%
|
||
Fair value per unit
|
$
|
0.45
|
||
Units
|
990,000
|
|||
Total Fair value
|
$
|
445,735
|
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,
|
||||||||
2016
|
2015
|
|||||||
Asset retirement obligations - Beginning of year
|
$
|
240,254
|
$
|
278,612
|
||||
Asset retirement obligations incurred
|
4,238
|
7,434
|
||||||
Accretion
|
12,854
|
11,596
|
||||||
Revisions in estimated cash flows
|
(46,128
|
)
|
(57,388
|
)
|
||||
Asset retirement obligations - End of year
|
$
|
211,218
|
$
|
240,254
|
Warrants
|
Preferred B
|
|||||||
Stock price on transaction date
|
$
|
0.454
|
$
|
0.454
|
||||
Exercise price
|
$
|
1.00
|
$
|
1.00
|
||||
Expected life in years
|
3.00
|
8.00
|
||||||
Expected volatility – peer group
|
196.40
|
%
|
195.18
|
%
|
||||
Risk free rate
|
0.76
|
%
|
1.29
|
%
|
||||
Fair value per unit
|
$
|
0.396
|
$
|
0.45
|
||||
Units
|
2,674,576
|
5,500,000
|
||||||
Total Fair value
|
$
|
1,058,528
|
$
|
2,476,803
|
Common stock issued on acquisition
|
$
|
2,439,583
|
||
Stock purchase warrants issued on acquisition
|
1,058,528
|
|||
Series B Preferred stock issued on acquisition
|
2,476,803
|
|||
Cash
|
10,000
|
|||
$
|
5,984,914
|
Cash
|
$
|
9,100
|
||
Prepaid expenses
|
2,357
|
|||
Goodwill
|
5,975,836
|
|||
Accounts payable
|
(2,379
|
)
|
||
$
|
5,984,914
|
Year Ended
July 31, 2016
|
Year Ended
July 31, 2015
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Revenue
|
$
|
441,883
|
$
|
1,395,400
|
||||
Loss from operations
|
$
|
(803,715
|
)
|
$
|
(1,029,135
|
)
|
||
Net loss
|
$
|
(1,073,351
|
)
|
$
|
(9,858,181
|
)
|
||
Net loss per share available to common stockholders, basic and diluted
|
$
|
(0.02
|
)
|
$
|
(0.43
|
)
|
Fair Value Measurement on a Nonrecurring Basis
|
||||||||||||||||
Fair value for the year ended July 31, 2016
|
||||||||||||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Preferred stock series A
|
$
|
445,735
|
$
|
-
|
$
|
445,735
|
$
|
-
|
||||||||
Common stock purchase warrants
|
$
|
1,058,528
|
$
|
-
|
$
|
1,058,528
|
$
|
-
|
||||||||
Preferred stock series B
|
$
|
2,476,803
|
$
|
-
|
$
|
2,476,803
|
$
|
-
|
||||||||
Goodwill impairment
|
$
|
5,965,836
|
$
|
-
|
$
|
-
|
$
|
5,965,836
|
Fair Value Measurement on a Nonrecurring Basis
|
||||||||||||||||
|
Fair value for the year ended July 31, 2015
|
|||||||||||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
||||||||||||||||
Convertible debt modification
|
$
|
13,921,168
|
$
|
-
|
$
|
13,921,168
|
$
|
-
|
2016
|
2015
|
|||||||
Development costs
|
$
|
283,750
|
$
|
369,198
|
||||
Total costs incurred
|
$
|
283,750
|
$
|
369,198
|
2016
|
2015
|
|||||||
Proved properties
|
$
|
7,243,509
|
$
|
7,004,779
|
||||
Total oil and gas properties
|
7,243,509
|
7,004,779
|
||||||
Accumulated DD&A
|
(997,986
|
)
|
(873,027
|
)
|
||||
Net oil and gas properties
|
$
|
6,245,523
|
$
|
6,131,752
|
·
|
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%.
|
2016
|
2015
|
||||||||||||||
Natural
|
Natural
|
||||||||||||||
Oil (1)
|
Gas (1)
|
Oil (1)
|
Gas (1)
|
||||||||||||
Reserves:
|
|||||||||||||||
Beginning of year
|
357,290
|
1,312,500
|
274,750
|
1,055,550
|
|||||||||||
Revisions of previous estimates
|
(85,884
|
)
|
(90,208
|
)
|
15,023
|
122,743
|
|||||||||
Extensions, discoveries and other additions
|
172,970
|
648,460
|
79,984
|
185,834
|
|||||||||||
Production
|
(7,396
|
)
|
(21,492
|
)
|
(12,467
|
)
|
(51,627
|
)
|
|||||||
End of year
|
436,980
|
1,849,260
|
357,290
|
1,312,500
|
·
|
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.
|
2016
|
2015
|
|||||||
Future cash inflows
|
$
|
19,551,030
|
$
|
24,859,110
|
||||
Future production costs
|
(7,569,270
|
)
|
(5,929,190
|
)
|
||||
Future development costs
|
(2,193,800
|
)
|
(1,361,600
|
)
|
||||
Future income tax expense
|
(3,425,783
|
)
|
(6,148,912
|
)
|
||||
Discount at 10% for estimated timing of cash flows
|
(1,733,300
|
)
|
(3,569,707
|
)
|
||||
Standardized measure of discounted future net cash flows
|
$
|
4,628,877
|
$
|
7,849,701
|
Years Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
Standardized Measure, beginning of year
|
$
|
7,849,707
|
$
|
7,760,844
|
||||
Sales of oil produced, net of production costs
|
279,026
|
(97,244
|
)
|
|||||
Net changes in prices, development and production costs
|
(7,500,569
|
)
|
(1,394,949
|
)
|
||||
Extensions, discoveries and improved recovery, less related costs
|
3,381,367
|
2,047,764
|
||||||
Development costs incurred and changes during the period
|
76,471
|
369,198
|
||||||
Revisions of previous quantity estimates
|
(1,166,679
|
)
|
(6,394,510
|
)
|
||||
Accretion of discount
|
776,341
|
7,079,423
|
||||||
Net changes in production rates and other
|
(1,002,119
|
)
|
161,173
|
|||||
Net changes in income taxes
|
1,935,332
|
(1,681,992
|
)
|
|||||
Standardized Measure, end of year
|
$
|
4,628,877
|
$
|
7,849,707
|
Name
|
Age
|
Position
|
||
Arthur W. Seligman
|
64
|
Principal Executive Officer
|
||
Timothy J. Flanagan
|
64
|
President
|
||
Dan N. Denton
|
61
|
Principal Financial Officer, Principal Accounting Officer
|
||
Reese B. Pinney
|
59
|
Chief Operating Officer
|
||
Robert A. Bories
|
61
|
Treasurer
|
||
Stephen Salgado
|
34
|
Secretary, Comptroller
|
||
Jed Miesner
|
56
|
Director (Chairman)
|
||
Bob Manning
|
66
|
Director
|
||
Tony Alford
|
55
|
Director
|
||
Darrell Carey
|
60
|
Director
|
Name and Principal Position
|
Fiscal Year
Ending
|
Salary
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Total
($)
|
||||||
Arthur W. Seligman
|
07/31/2016
|
-
|
-
|
-
|
-
|
||||||
Principal Executive Officer
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
Timothy J. Flanagan
|
07/31/2016
|
-
|
-
|
-
|
-
|
||||||
President
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
Reese B. Pinney
|
07/31/2016
|
-
|
-
|
-
|
-
|
||||||
Chief Operating Officer
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
Dan N. Denton
|
07/31/2016
|
-
|
-
|
-
|
-
|
||||||
Principal Financial Officer, Principal Accounting Officer
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
Robert A. Bories
|
07/31/2016
|
-
|
-
|
-
|
-
|
||||||
Treasurer
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
Stephen Salgado
|
07/31/2016
|
24,586
|
-
|
-
|
24,586
|
||||||
Secretary and Comptroller
|
07/31/2015
|
-
|
-
|
-
|
-
|
||||||
Jed Miesner
|
07/31/2016
|
-
|
-
|
-
|
-
|
||||||
Principal Executive Officer and President
(
resigned 4/29/2016
)
|
(1)
|
07/31/2015
|
-
|
15,000
|
-
|
15,000
|
|||||
Matthew J. Colbert
|
07/31/2016
|
26,750
|
-
|
-
|
26,750
|
||||||
Principal Financial Officer, Secretary,
Treasurer (
resigned 4/20/2016
)
|
(2)
|
07/31/2015
|
32,250
|
59,325
|
-
|
91,575
|
(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)
|
On February 11, 2015, Mr. Colbert was issued 5,000 shares of common stock of AEI, which was later converted into 11,521 shares of the AEOG common stock.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||
Tony Alford
|
-
|
-
|
-
|
-
|
||||
Robert Manning
|
-
|
-
|
-
|
-
|
||||
Darrell Carey
|
-
|
-
|
-
|
-
|
||||
Jed Miesner
|
-
|
-
|
-
|
-
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
·
|
Each person who is known by us to own more than 5% of our shares of common stock;
|
·
|
Each of our named executive officers and directors; and
|
·
|
All of our executive officers and directors as a group.
|
BENEFICIAL OWNERS OF OUR COMMON STOCK at July 31, 2016
|
||||
Beneficial Owner
|
Amount & Nature
of Ownership
|
Percentage
of Class
|
Total Voting
Power
|
Percentage of Voting
Power When Voting
with Class A Preferred
and Class B Preferred
|
|
||||
Arthur W. Seligman
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Timothy J. Flanagan
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Jed Miesner (1)
|
23,559,964
|
39.84%
|
23,559,964
|
15.79%
|
|
||||
Bob Manning (2)
|
381,568
|
0.65%
|
381,568
|
0.26%
|
|
||||
Tony Alford (3)
|
864,057
|
1.46%
|
864,057
|
0.58%
|
|
||||
Darrell Carey
|
57,604
|
0.10%
|
57,604
|
0.04%
|
|
||||
Robert Bories
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Reese Pinney
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Stephen Salgado
|
299,540
|
0.51%
|
299,540
|
0.20%
|
Dan Denton
|
0
|
0.00%
|
0
|
0.00%
|
Matthew J. Colbert
|
66,521
|
0.11%
|
66,521
|
0.04%
|
|
||||
TOTAL All officers and directors as a group (11 individuals)
|
25,229,254
|
42.66%
|
25,229,254
|
16.91%
|
|
||||
Other Entities That Control Over 5% of the Common Stock
|
||||
|
||||
The National Christian Charitable
Foundation (4)
|
6,000,000
|
10.15%
|
6,000,000
|
4.02%
|
TOTAL of OTHER 5% Entities
|
6,000,000
|
10.15%
|
6,000,000
|
4.02%
|
(1)
|
Jointly owned with JLM Strategic Investments, LP and Cornerstone Fidelity Capital, LLC
|
(2)
|
Jointly owned with Happy State Bank Custodian of IRA fbo Bob Manning
|
(3)
|
Jointly owned with his wife, Christine Alford
|
(4)
|
The National Christian Charitable Foundation is managed by Jed and Lesa Miesner.
|
BENEFICIAL OWNERS OF OUR SERIES A PREFERRED STOCK at July 31, 2016
|
||||
Beneficial Owner
|
Amount & Nature
of Ownership
|
Percentage
of Class
|
Total Voting
Power
|
Percentage of
Total Voting Power
|
|
|
|
|
|
Arthur W. Seligman
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Timothy J. Flanagan
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Jed Miesner
|
9,000
[1]
|
100.00%
[1]
|
90,000,000
|
60.33%
[1]
|
|
||||
Bob Manning
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Tony Alford
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Darrell Carey
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Robert Bories
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Reese Pinney
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Stephen Salgado
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Dan Denton
|
0
|
0.00%
|
0
|
0.00%
|
Matthew J. Colbert
|
0
|
0.00%
|
0
|
0.00%
|
All officers and directors as a group
(11 individuals)
|
9,000
|
100.00%
|
90,000,000
|
60.33%
|
[1]
|
Each share of Series A Preferred Stock has 10,000 votes per share and votes with the common stock and Series B Preferred Stock on all matters submitted to shareholders.
|
BENEFICIAL OWNERS OF OUR SERIES B PREFERRED STOCK at July 31, 2016
|
||||
Beneficial Owner
|
Amount & Nature
of Ownership
|
Percentage
of Class
|
Total Voting
Power
|
Percentage of
Voting Power
|
|
|
|
|
|
Arthur W. Seligman
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Timothy J. Flanagan
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Jed Miesner
|
0
|
0.00%
|
0
|
0.00%
|
Bob Manning
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Tony Alford
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Darrell Carey
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Robert Bories (1)
|
50,000
|
100.00%
|
50,000
|
0.03%
|
|
||||
Reese Pinney
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Stephen Salgado
|
0
|
0.00%
|
0
|
0.00%
|
|
||||
Dan Denton
|
0
|
0.00%
|
0
|
0.00%
|
Matthew J. Colbert
|
0
|
0.00%
|
0
|
0.00%
|
All officers and directors as a group
(11 individuals)
|
50,000
|
100.00%
|
50,000
|
0.03%
|
(1)
|
50,000 Series B preferred shares registered in the name of Bories Capital LLC which is controlled by Robert Bories.
|
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.
|
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
|
|
3.16
|
Articles of Incorporation – Gulf South Securities, Inc.
|
X
|
|||
3.17
|
Bylaws of Gulf South Securities, Inc.
|
X
|
|||
3.18
|
Articles of Incorporation – Jilpetco, Inc.
|
X
|
|||
3.19
|
Bylaws of Jilpetco, Inc.
|
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
|
AMAZING ENERGY OIL AND GAS, CO.
|
||
November 11, 2016
|
By:
|
ARTHUR W. SELIGMAN
|
Arthur W. Seligman
|
||
Principal Executive Officer
|
||
November 11, 2016
|
By:
|
DAN N. DENTON
|
Dan N. Denton
|
||
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.
|
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
|
|
3.16
|
Articles of Incorporation – Gulf South Securities, Inc.
|
X
|
|||
3.17
|
Bylaws of Gulf South Securities, Inc.
|
X
|
|||
3.18
|
Articles of Incorporation – Jilpetco, Inc.
|
X
|
|||
3.19
|
Bylaws of Jilpetco, Inc.
|
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
|
|
|
JEFFREY W. BULLOCK
|
|
Jeffrey W. Bullock, Secretary of State
|
||
4647479 8100
090058365
|
AUTHENTICATION:
7094197
DATE:
01-22-09
|
State of Delaware
|
|
Secretary of State
|
|
Division of Corporations
|
|
Delivered 11:00 AM 01/22/2009
|
|
FILED 11:00 AM 01/22/2009
|
|
SRV 090058365
-
4647479 FILE
|
3. |
The purpose or purposes of the corporation shall be:
to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
|
5. |
The powers, preferences and rights and the qualifications, limitations or restrictions thereof shall be determined by the board of directors.
|
8. |
No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
|
BY:
|
TIMOTHY J. FLANAGAN
|
|
(Incorporator)
|
||
NAME:
|
Gulf South Holding, Inc.
|
|
By: Timothy J. Flanagan,
|
||
Secretary and Chief
|
||
Operating Officer
|
JED MIESNER
|
|
Secretary
|
Page 9
|
1.
|
I have reviewed this Form 10-K for the year ended July 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:
|
November 11, 2016
|
ART SELIGMAN
|
|
Art Seligman
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed this Form 10-K for the year ended July 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:
|
November 11, 2016
|
DAN DENTON
|
|
Dan Denton
|
|
|
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.
|
|
ART SELIGMAN
|
|
Art Seligman
|
|
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.
|
|
DAN DENTON
|
|
Dan Denton
|
|
Chief Financial Officer
|